centurion corporation limited 勝捷企業有限公司

This Circular is issued by Centurion Corporation Limited (the “Company”). If you are in any doubt as to the contents herein or as to the course of action

you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately.

If you have sold or transferred all of your shares in the Company, you should immediately forward this Circular and the enclosed form of proxy (“Proxy Form”)

to the purchaser or transferee or to the bank, the stockbroker or other agent through whom the sale was effected for onward transmission to the purchaser or

transferee.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the accuracy or correctness of any of the statements made, reports contained

or opinions expressed in this Circular.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no

representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole

or any part of the contents of this Circular.

CENTURION CORPORATION LIMITED

勝捷企業有限公司 *

(Incorporated in the Republic of Singapore with limited liability)

(Co. Reg. No.: 198401088W)

(SGX Stock Code: OU8)

(SEHK Stock Code: 6090)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

(1) THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(2) THE PROPOSED SHARE ISSUE MANDATE;

(3) THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT DATES AND TIMES:

Last date and time for deposit of Proxy Form : Saturday, 24 April 2021 at 10:00 am

Date and time of Annual General Meeting : Tuesday, 27 April 2021 at 10:00 am

Place of Annual General Meeting : (a) In Singapore, will be held by way of electronic means

(for Singapore Shareholders); and

(b) In Hong Kong, via video-conferencing at:

5/F, International Trade Tower, 348 Kwun Tong Road,

Kowloon, Hong Kong (for Hong Kong Shareholders)

The 2021 AGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements

for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Due to the current COVID-19

restriction orders in Singapore, Shareholders will not be able to attend the 2021 AGM physically in person (in Singapore). Shareholders will also not be

able to vote online on the resolutions to be tabled for approval at the 2021 AGM.

Alternative arrangements relating to (i) attendance at the 2021 AGM via electronic means (including arrangements by which the 2021 AGM can be

electronically accessed via live audio-visual webcast or live audio-only stream), (ii) submission of questions prior to the 2021 AGM, (iii) addressing of

substantial and relevant questions prior to or at the 2021 AGM and (iv) voting by appointing the Chairman of the Meeting as proxy at the 2021 AGM

have been put in place and are set out in the notice of 2021 AGM.

Please refer to the notice of 2021 AGM for further details, including steps to be taken by Shareholders to participate in and vote at the 2021 AGM.

A notice convening the 2021 AGM to be held (a) in Singapore, by way of electronic means (for Singapore Shareholders); and (b) in Hong Kong, via

video-conferencing at 5/F, International Trade Tower, 348 Kwun Tong Road, Kowloon, Hong Kong (for Hong Kong Shareholders) on Tuesday, 27 April 2021 at

10:00 am is set out on pages 53 to 64 of this Circular. The Proxy Form for use at the 2021 AGM is also enclosed in the Annual Report. A letter from the Board

is set out from pages 8 to 39 of this Circular.

This Circular together with the Proxy Form are also published on the website of the SGX-ST at www.sgx.com, the website of the HKSE at www.hkexnews.hk and

the website of the Company at www.centurioncorp.com.sg.

* for identification purpose only

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

24 March 2021

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2. THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . 9

3.. THE PROPOSED SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE . . . . . . . . . 14

5. ABSTENTION FROM VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

6. DIRECTORS’ RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT . . . . . . . . . . . . . . 36

8. CLOSURE OF REGISTER OF MEMBERS IN HONG KONG . . . . . . . . . . . . . . . . . . 37

9. DIRECTORS’ RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

10. DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

APPENDIX – DETAILS OF RETIRING DIRECTORS PROPOSED FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING. . . . . . 40

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

CONTENTS

1

Except where the context otherwise requires, the following definitions apply throughout this Circular:

“2020 AGM” : The AGM of the Company held on 27 April 2020

“2021 AGM” : The AGM of the Company to be held on 27 April 2021

“2020 Share Issue Mandate” : Shall have the meaning ascribed to it in Section 3.1 of this

Circular

“2020 Share Purchase

Mandate”

: Shall have the meaning ascribed to it in Section 4.1.3 of this

Circular

“ACRA” : Accounting and Corporate Regulatory Authority of

Singapore

“Act” : Companies Act (Chapter 50 of Singapore Statutes), as may

be amended, modified or supplemented from time to time

“AGM” : Annual General Meeting of the Company

“Approval Date” : Shall have the meaning ascribed to it in Section 4.3.1 of this

Circular

“Audit Committee” : The audit committee of the Board

“Average Closing Price” : Shall have the meaning ascribed to it in Section 4.3.4(c) of

this Circular

“Board” : The board of Directors

“CCASS” : The Central Clearing and Settlement System established and

operated by HKSCC

“Circular” : This circular to Shareholders dated 24 March 2021

“close associate” : Has the meaning ascribed to it under the HK Listing Rules

“Company” : Centurion Corporation Limited, a company incorporated in

the Republic of Singapore with limited liability, the Shares of

which are listed on the Mainboard of the SGX-ST and the

Main Board of the HKSE

“Constitution” : The constitution of the Company, as amended, supplemented

or otherwise modified from time to time

DEFINITIONS

2

“Controlling Shareholder(s)” : A person who:

(a) holds, directly or indirectly, fifteen percent (15%) or

more of the total voting rights in the Company (unless

the SGX-ST determines that such a person is not a

Controlling Shareholder of the Company); or

(b) in fact exercises control over the Company

Under the HK Listing Rules, the term “controlling

shareholder” refers to any person who is or group of persons

(including any holder of depository receipts) who are

together entitled to exercise or control the exercise of thirty

percent (30%) (or such other amount as may from time to

time be specified in the HK Takeovers Code as being the

level for triggering a mandatory general offer) or more of the

voting power at general meetings of the Company or who is

or are in a position to control the composition of a majority

of the Board

“core connected person(s)” : Has the meaning ascribed to it under the HK Listing Rules

“Directors” : The directors of the Company as at the Latest Practicable

Date

“EPS” : Earnings per Share

“FY” : Financial year ended 31 December

“Group” : The Company, its subsidiaries and associated companies

“HKSCC” : Hong Kong Securities Clearing Company Limited, a wholly-

owned subsidiary of Hong Kong Exchanges and Clearing

Limited

“HKSE” : The Stock Exchange of Hong Kong Limited

“HK Listing Rules” : The Rules Governing the Listing of Securities on the HKSE,

as amended, modified or supplemented from time to time

“HK Repurchase Code” : The Code on Share Buy-backs of Hong Kong, as amended,

modified or supplemented from time to time

DEFINITIONS

3

“HK Takeovers Code” : The Code on Takeovers and Mergers of Hong Kong, as

amended, modified or supplemented from time to time

“HK$” : Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” : The Hong Kong Special Administrative Region of the

People’s Republic of China

“Instruments” : Shall have the meaning ascribed to it in Section 3.2(ii) of this

Circular

“Latest Practicable Date” : 17 March 2021, being the latest practicable date prior to the

printing of this Circular for the purpose of obtaining relevant

information for inclusion herein

“Listing Manual” : The listing manual of the SGX-ST, as may be amended,

modified or supplemented from time to time

“Market Day” : A day on which the SGX-ST or the HKSE, as the case may

be, is open for securities trading

“Maximum Price” : Shall have the meaning ascribed to it in Section 4.3.4(b) of

this Circular

“NAV” : Net asset value

“Nominating Committee” : The nominating committee of the Board

“Off-Market Share

Purchase”

: A Share Purchase by the Company effected otherwise than on

the SGX-ST and/or the HKSE pursuant to an equal access

scheme, which is in accordance with Section 76C of the Act,

for the purchase of Shares from the Shareholders

“On-Market Share

Purchase”

: A Share Purchase by the Company effected on the SGX-ST

and/or the HKSE, through one or more duly licensed

stockbrokers, appointed by the Company for such purpose

“Permitted Period” : Shall have the meaning ascribed to it in Section 4.3.2(a) of

this Circular

“Public” : Shall have the meaning ascribed to it in Section 4.9.1 of this

Circular

“Remuneration Committee” : The remuneration committee of the Board

DEFINITIONS

4

“Rule 14” : Shall have the meaning ascribed to it in Section 4.10.1(a) of

this Circular

“Securities Account” : The securities account maintained by a Depositor with the

Depository or a clearing house (as the case may be)

“SFC” : The Securities and Futures Commission of Hong Kong

“SFO” : The Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended, modified or supplemented

from time to time

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share(s)” : Ordinary share(s) in the share capital of the Company

“Shareholder(s)” : Registered holders of Shares in the register of members

maintained by the Company and Depositors who have Shares

entered against their names in the Depository Register; and

where the registered holder is HKSCC Nominees Limited,

the term “Shareholder(s)” shall, in relation to such Shares,

mean the depositors whose securities accounts are

maintained by HKSCC or other licensed securities dealers or

registered institutions in securities, or custodian banks

through CCASS, and the term “Shareholder(s)” shall be

construed accordingly

“Share Issue Mandate” : A general mandate granted by the Shareholders to authorise

the Directors to allot, issue and deal with Shares in

accordance with the terms set out in the resolution

authorising the same

“Share Purchase” : Purchase or acquisition of Shares by the Company pursuant

to the Share Purchase Mandate

“Share Purchase Mandate” : A general mandate granted by the Shareholders to authorise

the Directors to exercise all the powers of the Company to

purchase Shares in accordance with the terms set out in the

resolution authorising the same

“Singapore” : The Republic of Singapore

“Singapore Listing Rules” : The listing rules of the SGX-ST, as set out in the Listing

Manual

DEFINITIONS

5

“Singapore Take-over Code” : The Singapore Code on Take-overs and Mergers, as

amended, supplemented or modified from time to time

“Substantial Shareholder” : A person who has an interest in not less than five percent

(5%) of all issued voting shares

Under the HK Listing Rules, the term “substantial

shareholder” in relation to a company means a person who is

entitled to exercise, or control the exercise of, ten percent

(10%) or more of the voting power at any general meeting of

the company

Under the SFO, the term “substantial shareholder”, in

relation to a corporation, means a person who has an interest

in the relevant share capital of the corporation, the nominal

value of which is equal to or more than five percent (5%) of

the nominal value of the relevant share capital of the

corporation

“S$” : Singapore dollars, the lawful currency of Singapore

“%” or “percent” : Per centum or percentage

The terms “Depositor”, “Depository”, “Depository Agent” and “Depository Register” shall have

the meanings ascribed to them, respectively, in Section 81SF of the Securities and Futures Act

(Chapter 289 of Singapore Statutes).

The term “Treasury Share” shall have the meaning ascribed to it in Section 4 of the Act.

The term “Subsidiary” shall have the meaning ascribed to it in Section 5 of the Act and the HK

Listing Rules, as the case may be. The terms “Associate” and “Associated Company” shall have the

meanings ascribed to them, respectively, in the section entitled “Definitions and Interpretation” in the

Listing Manual or the HK Listing Rules, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa, and words

importing the masculine gender shall, where applicable, include the feminine and neuter genders and

vice versa. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being

amended or re-enacted. Any word defined under the Act, the SFO, the Listing Manual, the HK Listing

Rules, the Singapore Take-over Code, the HK Takeovers Code, the HK Repurchase Code or any

statutory modification thereof and used in this Circular shall, where applicable, have the meaning

assigned to it under the Act, the SFO, the Listing Manual, the HK Listing Rules, the Singapore

Take-over Code, the HK Takeovers Code, the HK Repurchase Code or any modification thereof, as

the case may be, unless otherwise provided.

DEFINITIONS

6

Any reference to a time of day and date in this Circular shall be a reference to Singapore time and

date unless otherwise stated.

Any discrepancies in figures included in this Circular between the amounts listed and the totals

thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an

arithmetic aggregation of the figures that precede them.

This Circular is translated into Chinese. In case of any inconsistency between Chinese and English

versions, the latter shall prevail.

DEFINITIONS

7

CENTURION CORPORATION LIMITED勝捷企業有限公司 *


(Co. Reg. No.: 198401088W)


(SEHK Stock Code: 6090

Directors:

Non-executive Director:

Han Seng Juan (Joint Chairman)

Executive Directors:

Loh Kim Kang David (Joint Chairman)

Wong Kok Hoe (Deputy Chairman)

Teo Peng Kwang

Independent Non-executive Directors:

Gn Hiang Meng (Lead Independent Director)

Chandra Mohan s/o Rethnam

Owi Kek Hean

Tan Poh Hong

Lee Wei Loon

Registered Office:

45 Ubi Road 1, #05-01

Singapore 408696

Headquarters and Principal Place

of Business in Singapore:

45 Ubi Road 1, #05-01

Singapore 408696

Principal Place of Business in

Hong Kong:

Room 5705

57th Floor, The Center

99 Queen’s Road Central

Hong Kong

24 March 2021

To: The Shareholders

Dear Sir/Madam

(1) THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(2) THE PROPOSED SHARE ISSUE MANDATE;

(3) THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

1.1 The Directors are convening the 2021 AGM on Tuesday, 27 April 2021 at 10:00 am (a) in

Singapore, by way of electronic means (for Singapore Shareholders); and (b) in Hong Kong,

via video-conferencing at 5/F, International Trade Tower, 348 Kwun Tong Road, Kowloon,

Hong Kong (for Hong Kong Shareholders). The purpose of this Circular is to provide

Shareholders with information relating to, and explain the rationale for, the following

resolutions to be proposed at the 2021 AGM:

(a) the proposed re-election of retiring Directors;


LETTER FROM THE BOARD

8

(b) the proposed Share Issue Mandate; and

(c) the proposed renewal of the Share Purchase Mandate.

These resolutions will be proposed at the 2021 AGM, as set out in the notice of the 2021

AGM contained in this Circular.

1.2 This Circular also serves as an explanatory statement (as required under the HK Listing

Rules) to provide the Shareholders with the requisite information reasonably necessary to

enable the Shareholders to make an informed decision as to whether to vote for or against the

relevant ordinary resolution authorising the Share Purchase Mandate.

1.3 The Company has appointed Atlas Asia Law Corporation as the legal adviser to the Company

as to Singapore law in relation to the matters set out in this Circular.

1.4 The Company has appointed Howse Williams as the legal adviser to the Company as to Hong

Kong law in relation to the matters set out in this Circular.

IMPORTANT: In cases where there are discrepancies between the applicable laws, rules

and/or regulations of Hong Kong and Singapore, the more stringent set of laws, rules

and/or regulations shall prevail.

2. THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS

2.1 As at the Latest Practicable Date:

(a) the executive Directors were Mr. Loh Kim Kang David, Mr. Wong Kok Hoe and

Mr. Teo Peng Kwang;

(b) the non-executive Director was Mr. Han Seng Juan (“Mr. Han”); and

(c) the independent non-executive Directors were Mr. Gn Hiang Meng (“Mr. Gn”),

Mr. Chandra Mohan s/o Rethnam (“Mr. Mohan”), Mr. Owi Kek Hean, Ms. Tan Poh

Hong and Mr. Lee Wei Loon.

2.2 Pursuant to Regulation 89 of the Constitution, Mr. Han, Mr. Gn and Mr. Mohan shall retire

from office by rotation, and, being eligible, offer themselves for re-election at the 2021 AGM.

2.3 As at the Latest Practicable Date, Mr. Gn and Mr. Mohan have served on the Board for more

than nine (9) years from the date of their first appointments on 17 May 2007.

2.4 Each of Mr. Gn and Mr. Mohan has confirmed that he has met the independence guidelines

set out in Rule 3.13 of the HK Listing Rules and Rule 210(5)(d) of the Listing Manual, and

the Singapore Code of Corporate Governance 2018.


9

2.5 In addition to reviewing and considering the confirmation of independence of Mr. Gn

confirming his independence in accordance with Rule 3.13 of the HK Listing Rules,

Rule 210(5)(d) of the Listing Manual and the Singapore Code of Corporate Governance 2018,

the Nominating Committee had reviewed and confirmed that Mr. Gn continues to be

independent after taking into consideration the following factors:

(a) Mr. Gn has provided invaluable contributions to the Board through his integrity,

objectivity and professionalism notwithstanding the years of service.

(b) Mr. Gn has expressed succinctly and objectively his views on issues and provided

relevant and invaluable input during Board and/or Board committee meetings.

(c) Mr. Gn has continued to demonstrate strong independence in character and judgement

in the best interest of the Company in the discharge of his duties as Director.

(d) Mr. Gn has continued to provide overall guidance to the Company’s management and

in protecting the Company’s assets and upholding the interests of all Shareholders, in

particular, the non-controlling Shareholders.

2.6 The Nominating Committee had recommended to the Board that Mr. Gn continues to be

considered an independent non-executive Director.

2.7 After due consideration, the Board has resolved that Mr. Gn continues to be considered an

independent non-executive Director and will continue to bring valuable business experience,

knowledge and professionalism to the Board for its efficient and effective functioning and

diversity. Mr. Gn (being a Nominating Committee member and Board member) had recused

himself from deliberation and voting in respect of the assessment on his own independence.

2.8 In addition to reviewing and considering the confirmation of independence of Mr. Mohan

confirming his independence in accordance with Rule 3.13 of the HK Listing Rules,

Rule 210(5)(d) of the Listing Manual and the Singapore Code of Corporate Governance 2018,

the Nominating Committee had reviewed and confirmed that Mr. Mohan continues to be

independent after taking into consideration the following factors:

(a) Mr. Mohan has provided invaluable contributions to the Board through his integrity,

objectivity and professionalism notwithstanding the years of service.

(b) Mr. Mohan has expressed succinctly and objectively his views on issues and provided

relevant and invaluable input during Board and/or Board committee meetings.

(c) Mr. Mohan has continued to demonstrate strong independence in character and

judgement in the best interest of the Company in the discharge of his duties as

Director.


10

(d) Mr. Mohan has continued to provide overall guidance to the Company’s management

and in protecting the Company’s assets and upholding the interests of all

Shareholders, in particular, the non-controlling Shareholders.

2.9 The Nominating Committee had recommended to the Board that Mr. Mohan continues to be

considered an independent non-executive Director.

2.10 After due consideration, the Board has resolved that Mr. Mohan continues to be considered

an independent non-executive Director and will continue to bring valuable business

experience, knowledge and professionalism to the Board for its efficient and effective

functioning and diversity. Mr. Mohan (being a Board member) had recused himself from

deliberation and voting in respect of the assessment on his own independence.

2.11 In addition, Mr. Han (being a Board member), Mr. Gn (being a Nominating Committee

member and Board member) and Mr. Mohan (being a Board member) had recused themselves

from deliberation and voting in respect of their own nomination for re-election at the 2021

AGM.

2.12 The re-election of each of Mr. Han, Mr. Gn and Mr. Mohan was recommended by the

Nominating Committee, and the Board has accepted the recommendations following a review

of their qualifications, expertise, experience, overall contribution to the Company and

contributions at Board and/or Board committee meetings (such as participation, attendance,

preparedness and candour) and review of their independence, as appropriate.

2.13 Pursuant to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14

to the HK Listing Rules, serving more than nine (9) years could be relevant to the

determination of a non-executive director’s independence. If an independent non-executive

director serves more than nine (9) years, his further appointment should be subject to a

separate resolution to be approved by shareholders.

2.14 Under the Listing Manual, with effect from 1 January 2022, a director who has served on the

board for an aggregate period of more than nine (9) years will no longer be eligible to be

designated as an independent director unless his continued appointment as an independent

director has been sought and approved in separate resolutions by (A) all shareholders; and

(B) shareholders, excluding the directors and the chief executive officer of the Company, and

associates of such directors and chief executive officer (as required by Rule 210(5)(d)(iii) of

the Listing Manual which will take effect from 1 January 2022) prior to 1 January 2022.

The Board has accepted the Nominating Committee’s recommendation that, for the purposes

of Rule 210(5)(d)(iii) of the Listing Manual (which will take effect from 1 January 2022), the

continued appointments of Mr. Gn and Mr. Mohan, each of whom has served as an

independent non-executive Director for an aggregate term of more than nine (9) years, as

independent non-executive Directors, will have to be approved in separate resolutions in the

manner described in Rule 210(5)(d)(iii) of the Listing Manual at the 2021 AGM.


11

2.15 The particulars required to be disclosed under the HK Listing Rules and the Singapore Listing

Rules in relation to the Directors proposed for re-election are set out in the Appendix

(“Details of Retiring Directors Proposed for Re-election at the Annual General

Meeting”) to this Circular.

3. THE PROPOSED SHARE ISSUE MANDATE

3.1 At the 2020 AGM, a Share Issue Mandate (the “2020 Share Issue Mandate”) was granted

by the Shareholders to the Directors, authorising the Directors to issue Shares and/or to make

or grant offers, agreements or options that might or would require Shares to be issued, in

accordance with the terms set out in the resolution approving the 2020 Share Issue Mandate

and in compliance with the Singapore Listing Rules, the HK Listing Rules, all legal

requirements and the Constitution. The 2020 Share Issue Mandate will expire upon the

conclusion of the 2021 AGM.

3.2 An ordinary resolution as set out in Ordinary Resolution 11 of the notice of the 2021 AGM

will be proposed at the 2021 AGM to seek the approval of the Shareholders that, pursuant to

Section 161 of the Act, Rule 806 of the Listing Manual and the HK Listing Rules, the

following authority be given to the Directors to:

(i) issue Shares in the capital of the Company whether by way of rights, bonus or

otherwise, and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might

or would require Shares to be issued, including but not limited to the creation and

issue of (as well as adjustments to) warrants, debentures or other instruments

convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons

as the Directors may in their absolute discretion deem fit.

3.3 Notwithstanding the authority conferred by the Share Issue Mandate may have ceased to be

in force, the Directors be authorised to issue Shares in pursuance of any Instruments made

or granted by the Directors while the Share Issue Mandate was in force,

provided that:

(1) the aggregate number of Shares to be issued pursuant to the Share Issue Mandate

(including Shares to be issued in pursuance of the Instruments, made or granted pursuant

to the Share Issue Mandate) shall not exceed fifty percent (50%) of the total number of

issued Shares (excluding Treasury Shares and subsidiary holdings) in the capital of the

Company, of which the aggregate number of Shares to be issued other than on a pro rata

basis to Shareholders shall not exceed twenty percent (20%) of the total number of issued

Shares (excluding Treasury Shares and subsidiary holdings) in the capital of the

Company (as calculated in accordance with sub-paragraph (2) below);


12

(2) (subject to such manner of calculation as may be prescribed by the SGX-ST and the

HKSE) for the purpose of determining the aggregate number of Shares that may be

issued under sub-paragraph (1) above, the percentage of issued Shares shall be based

on the total number of issued Shares (excluding Treasury Shares and subsidiary

holdings) in the capital of the Company at the time of the passing of the resolution

approving the Share Issue Mandate, after adjusting for:

(a) new Shares arising from the conversion or exercise of convertible securities

which were issued and outstanding or subsisting at the time of the passing of the

resolution approving the Share Issue Mandate;

(b) new Shares arising from exercising share options or vesting of share awards

which were issued and outstanding or subsisting at the time of the passing of the

resolution approving the Share Issue Mandate; and

(c) any subsequent bonus issue, consolidation or subdivision of Shares.

3.4 In exercising the authority conferred by the Share Issue Mandate, the Company shall comply

with the provisions of the Listing Manual and the HK Listing Rules for the time being in

force (unless such compliance has been waived by the SGX-ST and the HKSE) and the

Constitution for the time being.

3.5 Unless revoked or varied by the Company in general meeting, the authority conferred by the

Share Issue Mandate shall continue in force until the conclusion of the next AGM or the date

by which the next AGM is required by law to be held, whichever is the earlier.

3.6 Notwithstanding the above, it must be noted that the HK Listing Rules provide that the Share

Issue Mandate shall be subject to a restriction that the aggregate number of Shares allotted

or agreed to be allotted under the Share Issue Mandate must not exceed twenty percent (20%)

of the total number of issued Shares of the Company as at the date of passing the relevant

resolution authorising the Share Issue Mandate. The Company will comply with the

requirements under the HK Listing Rules or the Listing Manual for matters relating to the

Share Issue Mandate, whichever is more onerous.

3.7 As at the Latest Practicable Date, the number of Shares in issue was 840,778,624 Shares.

Accordingly, the exercise of the Share Issue Mandate in full (other than on a pro-rata basis)

would enable the Company to issue a maximum of 168,155,724 new Shares (assuming no

Shares are issued or repurchased after the Latest Practicable Date and up to the passing of the

relevant resolution). The grant of the proposed Share Issue Mandate will provide flexibility

to the Directors to issue new Shares when it is in the interests of the Company to do so.


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4. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

4.1 Background

4.1.1 The Act allows companies to purchase their own shares, stocks and preference shares in the

manner stated in the Act, if their constitution allows them to do so. Regulation 3A of the

Constitution expressly permits the Company to purchase or otherwise acquire, inter alia, its

issued Shares.

4.1.2 Any purchase or acquisition of its Shares by the Company is required to be made in

accordance with, and in the manner prescribed by, the Act, the Listing Manual, the

Constitution, the HK Listing Rules, the HK Repurchase Code and such other laws and

regulations as may, for the time being, be applicable. Companies listed on the HKSE are not

allowed to hold Treasury Shares. Accordingly, as the Company is listed on the Main Board

of the HKSE, the Company will not be allowed to hold Treasury Shares and any Shares

purchased, redeemed or acquired pursuant to the Share Purchase Mandate will be cancelled.

4.1.3 At the 2020 AGM, the Shareholders had approved the renewal of a Share Purchase Mandate

(the “2020 Share Purchase Mandate”) to enable the Company to purchase or otherwise

acquire its issued Shares. The details of the 2020 Share Purchase Mandate were set out in the

Circular to Shareholders dated 25 March 2020 accompanying the Notice of 2020 AGM.

4.1.4 The 2020 Share Purchase Mandate was expressed to continue, inter alia, in force until:

(i) the date on which the 2021 AGM is held or required by law to be held;

(ii) the date on which the purchase of Shares by the Company pursuant to the 2020 Share

Purchase Mandate is carried out to the full extent mandated; or

(iii) the date on which the authority conferred by the 2020 Share Purchase Mandate is

revoked or varied by the Company in general meeting,

whichever is the earliest.

4.1.5 As the 2020 Share Purchase Mandate will be expiring on 27 April 2021, being the date of the

2021 AGM, the Directors are seeking the Shareholders’ approval for the renewal of the Share

Purchase Mandate at the 2021 AGM.

4.2 Rationale for renewal of the Share Purchase Mandate

4.2.1 Short term speculation may at times cause the market price of the Company’s Shares to be

depressed below the true value of the Company and the Group. The proposed renewal of the

Share Purchase Mandate will provide the Directors with the means to restore investors’

confidence and to protect existing Shareholders’ investments in the Company in a depressed

share-price situation through judicious Share Purchases to enhance the EPS and/or the NAV

per Share. The Share Purchases will enhance the NAV per Share if the Share Purchases are

made at a price below the NAV per Share.


14

4.2.2 The proposed renewal of the Share Purchase Mandate will also provide the Company with an

expedient and cost-effective mechanism to facilitate the return of surplus cash reserves to the

Shareholders, as and when the Directors are of the view that this would be in the best interests

of the Company and the Shareholders.

4.2.3 Directors will only make a Share Purchase as and when the circumstances permit and only

if the Directors are of the view that such purchases are in the best interests of the Company

and the Shareholders. The Directors will decide whether to purchase Shares only after taking

into account, among other things, the market conditions at such time, the Company’s

financial condition and whether such purchases will cause the Company to become insolvent

(i.e. the Company is unable to pay its debts as they fall due during the period of 12 months

immediately following the date of the payment of the consideration for Share Purchase, or the

value of the Company’s assets is less than the value of its liabilities including contingent

liabilities), and whether such purchases represent the most efficient and cost-effective

approach to enhance Share value. Share Purchases will only be made if the Directors believe

that such purchases are likely to benefit the Company and increase economic value for the

Shareholders.

4.2.4 The Directors will ensure that the Share Purchases will not have any effect on the listing of

the Company’s securities including the Shares listed on the SGX-ST and/or the HKSE. Rule

723 of the Listing Manual requires at least ten percent (10%) of the total number of issued

Shares excluding Treasury Shares (excluding preference shares and convertible equity

securities) in a class that is listed is at all times held by the public. Rule 8.08 of the HK

Listing Rules requires at least twenty-five percent (25%) of the total number of issued Shares

at all times be held by the public. The Directors shall safeguard the interests of public

Shareholders before undertaking any Share Purchases. Before exercising the Share Purchase

Mandate, the Directors shall at all times take due cognisance of (a) the then shareholding

spread of the Company in respect of the number of Shares held by Substantial Shareholders

and by non-substantial shareholders and (b) the volume of trading on the SGX-ST and the

HKSE in respect of the Shares immediately before the exercise of any Share Purchase. The

Company will ensure that after a Share Purchase, the number of Shares remaining in the

hands of the public will not fall below the minimum levels prescribed by the Singapore

Listing Rules and the HK Listing Rules, and the Share Purchases will not cause market

illiquidity or affect the orderly trading and listing status of the Shares on the SGX-ST and/or

the HKSE.

4.3 Authority and limits on the Share Purchase Mandate

The authority and limitations placed on the Share Purchases by the Company under the

proposed renewal of the Share Purchase Mandate are set out below:


15

4.3.1 Maximum Number of Shares

The total number of Shares which may be purchased or acquired by the Company pursuant

to the Share Purchase Mandate is limited to that number of Shares representing not more than

ten percent (10%) of the total number of issued Shares (excluding Treasury Shares and

subsidiary holdings) as at the date of the 2021 AGM at which the renewal of the Share

Purchase Mandate is approved (the “Approval Date”), unless the Company has effected a

reduction of the issued share capital of the Company in accordance with the applicable

provisions of the Act, at any time during the relevant period, in which event the total number

of issued Shares of the Company shall be taken to be the total number of the issued Shares

of the Company as altered. As at the Latest Practicable Date, the Company had no Treasury

Shares and no subsidiary holdings.

For illustrative purposes only, on the basis of 840,778,624 issued Shares as at the Latest

Practicable Date, and assuming that no further Shares are issued or repurchased on or prior

to the 2021 AGM, not more than 84,077,862 issued Shares (representing approximately ten

percent (10%) of the total number of issued Shares as at the Approval Date) may be purchased

by the Company pursuant to the Share Purchase Mandate for the duration referred to in

Section 4.3.2.

4.3.2 Duration of Authority

(a) Purchases of Shares by the Company must be approved in advance by the

Shareholders at a general meeting of the Company, by way of a general mandate.

Share Purchases under the Share Purchase Mandate may be made at any time, and

from time to time, on and from the Approval Date, up to:

(i) the date on which the next AGM is held or required by law to be held;

(ii) the date on which the purchase of Shares by the Company pursuant to the Share

Purchase Mandate is carried out to the full extent mandated; or

(iii) the date on which the authority conferred by the Share Purchase Mandate is

revoked or varied by the Company in a general meeting,

whichever is the earliest (the “Permitted Period”).

(b) The authority conferred on the Directors by the Share Purchase Mandate to purchase

Shares may be renewed. When seeking the approval of the Shareholders for the

renewal of the Share Purchase Mandate, the Company is required to disclose, inter

alia, details pertaining to Share Purchases made during the previous 12 months

(whether On-Market Share Purchases or Off-Market Share Purchases), including the

total number of Shares purchased, the purchase price per Share or the highest and

lowest prices paid for such Share Purchases, where relevant, and the total

consideration paid for such Share Purchases.


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4.3.3 Manner of Share Purchases

(a) Share Purchases may be made by way of:

(i) an On-Market Share Purchase; and/or

(ii) an Off-Market Share Purchase.

(b) The Directors may impose such terms and conditions, which are not inconsistent with

the Share Purchase Mandate, the Listing Manual, the Act, the HK Listing Rules or the

HK Repurchase Code and the Constitution, as they consider fit, in the interests of the

Company in connection with or in relation to any equal access scheme or schemes.

However, an Off-Market Share Purchase must satisfy all the following conditions:

(i) offers for the Share Purchase shall be made to every person who holds Shares

to purchase or acquire the same percentage of their Shares;

(ii) all of those persons shall be given a reasonable opportunity to accept the offers

made to them; and

(iii) the terms of all the offers shall be the same, except that there shall be

disregarded:

(A) differences in consideration attributable to the fact that offers relate to

Shares with different accrued dividend entitlements (if applicable);

(B) differences in consideration attributable to the fact that offers relate to

Shares with different amounts remaining unpaid (if applicable); and

(C) differences in the offers introduced solely to ensure that each Shareholder

is left with a whole number of Shares in board lots of 1,000 Shares on the

HKSE and 100 Shares on the SGX-ST after the Share Purchases, in the

event there are offeree Shareholders holding odd numbers of Shares.

(c) The Listing Manual provides that, in making an Off-Market Share Purchase, the

Company must issue an offer document to all Shareholders, which must contain at

least the following information:

(i) the terms and conditions of the offer;

(ii) the period and procedures for acceptances;

(iii) the reasons for the proposed Share Purchase;

(iv) the consequences, if any, of Share Purchases by the Company that will arise

under the Singapore Take-over Code or other applicable take-over rules;


17

(v) whether the Share Purchase, if made, could affect the listing of the Shares on

the SGX-ST;

(vi) details of any Share Purchases made by the Company in the previous 12 months

(whether On-Market Share Purchases or Off-Market Share Purchases), giving

the total number of Shares purchased, the purchase price per Share or the

highest and lowest prices paid for the Share Purchases, where relevant, and the

total consideration paid for the Share Purchases; and

(vii) whether the Shares purchased by the Company will be cancelled or kept as

Treasury Shares.

(d) In relation to an On-Market Share Purchase, the Company may apply to the SGX-ST

for a special trading counter for the purposes of effecting the On-Market Share

Purchase besides the normal ready market counter. Subject to the Shareholders’

approval being obtained at the 2021 AGM for the renewal of the Share Purchase

Mandate, the Company will consider whether to apply to the SGX-ST for a special

trading counter for the purpose of conducting On-Market Share Purchases of its

Shares.

(e) In Hong Kong, companies with a primary listing of its equity securities in Hong Kong

may only engage an off-market share repurchase approved in accordance with Rule 2

of the HK Repurchase Code. According to the HK Repurchase Code, off-market

purchases must be approved by the Executive Director of the Corporate Finance

Division of the SFC or any delegate of the Executive Director before a repurchasing

company acquires any shares pursuant to such share repurchases. Such approval will

normally be conditional upon, amongst others, approval of the proposed off-market

repurchase by at least three-fourths of the votes cast on a poll by disinterested

shareholders in attendance in person or by proxy at a general meeting of shareholders

duly convened and held to consider the proposed transaction. The repurchasing

company should also comply with such other applicable requirements under the HK

Repurchase Code. Accordingly, even if the Share Purchase Mandate shall have been

approved by Shareholders at the 2021 AGM, the Company will still be required to

convene a general meeting to seek specific approval from the Shareholders in the

event it wishes to conduct an Off-Market Share Purchase in compliance with the

applicable requirements of the HK Repurchase Code.

4.3.4 Maximum Purchase Price

(a) The purchase price (excluding brokerage, stamp duties, commission, applicable

goods and services tax and other related expenses) to be paid for a Share will be

determined by a committee of Directors constituted for the purposes of effecting

purchases or acquisitions of Shares by the Company under the Share Purchase

Mandate.


18

(b) However, the purchase price to be paid for the Shares pursuant to the Share Purchase

Mandate must not exceed:

(i) in the case of an On-Market Share Purchase, one hundred and five percent

(105%) of the Average Closing Price (as defined below) of the Shares; and

(ii) in the case of an Off-Market Share Purchase, one hundred and twenty percent

(120%) of the Average Closing Price of the Shares,

(the “Maximum Price”) in either case (excluding brokerage, stamp duties,

commission, applicable goods and services tax and other related expenses).

(c) For the above purposes, “Average Closing Price” means the average of the closing

market prices of a Share over the last five (5) Market Days, on which transactions in

the Shares were recorded, immediately preceding the date of making the On-Market

Share Purchase, or, as the case may be, the date of making an announcement for an

offer pursuant to the Off-Market Share Purchase, and deemed to be adjusted for any

corporate action that occurs during the relevant five (5) Market Days and the day on

which the purchases are made.

(d) For the above purposes, “date of making an announcement for an offer” means the

date on which the Company announces its intention to make an offer for an

Off-Market Share Purchase, stating therein the purchase price (which shall not be

more than the Maximum Price for an Off-Market Share Purchase calculated on the

foregoing basis) for each Share and the relevant terms of the equal access scheme for

effecting the Off-Market Share Purchase.

4.4 Status of purchased Shares

General

(a) Under Section 76B(5) of the Act, any Share that is purchased or acquired by the

Company, unless held as a Treasury Share pursuant to Section 76H of the Act, is

deemed cancelled immediately on purchase, and all rights and privileges attached to

that Share will expire on cancellation. All Shares purchased by the Company will be

automatically delisted by the SGX-ST, and (where applicable) all certificates in

respect thereof will be cancelled and destroyed by the Company as soon as

reasonably practicable following the settlement of any such purchase. Accordingly,

the total number of issued Shares will be diminished by the number of Shares

purchased or acquired, which are cancelled and not held as Treasury Shares.

(b) As the Company is concurrently primarily listed on the Mainboard of the SGX-ST

and the Main Board of the HKSE, the Company is required to comply with the

relevant Singapore and Hong Kong laws, the Singapore Listing Rules and the HK

Listing Rules, including, inter alia, the listing requirements of the SGX-ST and the


19

HKSE. Pursuant to Rule 10.06(5) of the HK Listing Rules, the listing of all purchased

Shares by the Company (whether on the HKSE or otherwise) shall be automatically

cancelled upon such purchase.

Regulation 4A of the Constitution provides that “The Company shall not have any treasury

share”. In addition, as mentioned above, companies listed on the HKSE are not allowed to

hold Treasury Shares. Accordingly, as the Company is listed on the Main Board of the HKSE,

the Company will not be allowed to hold Treasury Shares and any Shares purchased,

redeemed or acquired pursuant to the Share Purchase Mandate will be cancelled.

4.5 Reporting requirements

4.5.1 Notification to ACRA

Within 30 days of the Approval Date, the Company shall lodge a copy of the resolution

approving the Share Purchase Mandate with ACRA.

The Company shall lodge with ACRA a notice of Share Purchase within 30 days of a Share

Purchase. Such notification shall include the date of the Share Purchase, the total number of

Shares purchased by the Company, the number of Shares cancelled, the number of Treasury

Shares held (which will be nil), the Company’s issued share capital and total number of

issued Shares before and after the Share Purchase, the amount of consideration paid by the

Company for the Share Purchase, whether the Shares were purchased or acquired out of the

profits or the capital of the Company and such other particulars as may be required, in the

prescribed form.

4.5.2 Notification to SGX-ST

The Singapore Listing Rules specify that a company listed on the SGX-ST shall notify the

SGX-ST of all purchases or acquisitions of its shares not later than 9:00 am:

(a) in the case of an On-Market Share Purchase, on the Market Day following the day on

which the On-Market Share Purchase was made; or

(b) in the case of an Off-Market Share Purchase, on the second Market Day after the

close of acceptance of the offer for the Off-Market Share Purchase.

The notification of such purchases or acquisitions of Shares to the SGX-ST shall be in such

form and shall include such details that the SGX-ST may prescribe. The Company shall make

arrangements with its stockbrokers to ensure that they provide the necessary information to

the Company in a timely fashion to enable the Company to make the notifications to the

SGX-ST.


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4.5.3 Reporting Requirements in Hong Kong

Under the HK Listing Rules, after a listed issuer has made a purchase of its shares, whether

on the HKSE or otherwise, the listed issuer shall:

(a) submit for publication to the HKSE not later than thirty (30) minutes before the

earlier of the commencement of the morning trading session or any pre-opening

session on the Market Day following any day on which the issuer makes a purchase

of shares (whether on the HKSE or otherwise), the total number of shares purchased

by the issuer on the previous day, the purchase price per share or the highest and

lowest price paid for such shares, where relevant, and shall confirm that purchases

which were those made on the HKSE were made in accordance with the HK Listing

Rules and if the issuer’s primary listing is on the HKSE, that there have been no

material changes to the particulars contained in the explanatory statement issued by

the listed issuer in relation to the mandate pursuant to which such share purchase is

made. In respect of purchases made on another stock exchange, the issuer’s report

must confirm that those purchases were made in accordance with the domestic rules

applying to purchases on that other stock exchange. Such reports shall be made on a

return, in such form and containing such information as the HKSE may from time to

time prescribe. In the event that no shares are purchased on any particular day then

no return need to be made to the HKSE. The listed issuer should make arrangements

with its brokers to ensure that they provide to the issuer in a timely fashion the

necessary information to enable the listed issuer to make the report to the HKSE; and

(b) include in its annual report and accounts a monthly breakdown of purchases of shares

made during the financial year under review, showing the number of shares purchased

each month (whether on the HKSE or otherwise) and the purchase price per share or

the highest and lowest price paid for all such purchases, where relevant, and the

aggregate price paid by the issuer for such purchases. The directors’ statement shall

contain reference to the purchases made during the year and the directors’ reasons for

making such purchases. The issuer shall procure that any broker appointed by the

issuer to effect the purchase of its shares shall disclose to the HKSE such information

with respect to purchases made on behalf of the issuer as the HKSE may request.

4.6 Source of funds

4.6.1 The Company may only apply funds legally available for a Share Purchase as provided in the

Constitution and in accordance with the applicable laws in Singapore and Hong Kong. The

Company may not purchase its Shares for a consideration other than in cash or, in the case

of an On-Market Share Purchase, for settlement otherwise than in accordance with the listing

rules of the SGX-ST and the HKSE.

4.6.2 The Act permits the Company to purchase or acquire its own Shares out of capital, as well

as from its profits, so long as the Company is solvent. The Company is solvent if:

(a) there is no ground on which the Company could be found to be unable to pay its debts

in full at the date of the payment of the consideration for, inter alia, the acquisition


21

of any right with respect to the Share Purchase, and will be able to pay its debts as

they fall due during the period of 12 months immediately following the date of the

payment; and

(b) the value of the Company’s assets is not less than the value of its liabilities (including

contingent liabilities), and will not after, inter alia, the Share Purchase, become less

than the value of its liabilities (including contingent liabilities).

4.6.3 The Company intends to use internal sources of funds or borrowings, or a combination of

internal resources and external borrowings, to finance the Share Purchases. In purchasing or

acquiring Shares pursuant to the Share Purchase Mandate, the Directors will principally

consider the availability of internal resources. In addition, the Directors will also consider the

availability of external financing. However, in considering the option of external financing,

the Directors will consider particularly the prevailing gearing level of the Group. The

Directors will only make purchases or acquisitions pursuant to the Share Purchase Mandate

in circumstances which they believe will not result in any material adverse effect to the

financial position of the Company or the Group.

4.7 Financial effects

4.7.1 If Shares purchased by the Company are cancelled pursuant to Section 76B(5) of the Act, the

purchase price paid by the Company for the Shares (including brokerage, stamp duties,

commission, applicable goods and services tax and other related expenses) will

correspondingly:

(a) reduce the amount of its share capital where the Shares were purchased out of the

capital of the Company;

(b) reduce the amount of its profits where the Shares were purchased out of the profits

of the Company; or

(c) reduce the amount of its share capital and profits proportionately where the Shares

were purchased out of both the capital and the profits of the Company.

4.7.2 The amount of funding required for the Company to purchase or acquire its Shares and the

financial impact on the Company and the Group arising from Share Purchases, which may be

made pursuant to the proposed renewal of the Share Purchase Mandate, will depend on, inter

alia, the aggregate number of Shares purchased or acquired, the consideration paid at the

relevant time and the sources of funds applied by the Company.

4.7.3 Based on the existing issued Shares of the Company, which is 840,778,624 Shares as at the

Latest Practicable Date, and assuming that no further Shares are issued or repurchased before

the 2021 AGM, not more than 84,077,862 Shares, representing not more than ten

percent (10%) of the total number of Shares in issue (excluding Treasury Shares and

subsidiary holdings) as at the date of the 2021 AGM, may be purchased by the Company

pursuant to the Share Purchase Mandate. As at the Latest Practicable Date, the Company had

no Treasury Shares and no subsidiary holdings.


22

4.7.4 An illustration of the impact of Share Purchases by the Company pursuant to the Share

Purchase Mandate on the Group’s and the Company’s financial position is set out below

based on the following assumptions:

(a) audited financial statements of the Group and the Company as at 31 December 2020;

(b) in full exercise of the Share Purchase Mandate, 84,077,862 Shares (representing not

more than ten percent (10%) of 840,778,624 issued Shares as at the Latest Practicable

Date were purchased and assuming no further Shares are issued and no further Shares

are held by the Company as Treasury Shares on or prior to the 2021 AGM);

(c) assuming that the Company purchases or acquires at the Maximum Price:

(i) in the case of On-Market Share Purchases of S$0.35 for one (1) Share, which

is five percent (5%) above the average of the closing market prices of the Shares

for the last five (5) consecutive Market Days on which the Shares were traded

on the SGX-ST immediately preceding the Latest Practicable Date; and

(ii) in the case of Off-Market Share Purchases, of S$0.40 for one (1) Share, which

is twenty percent (20%) above the average of the closing market prices of the

Shares for the last five (5) consecutive Market Days on which the Shares were

traded on the SGX-ST immediately preceding the Latest Practicable Date; and

(d) the maximum amount of funds required in the aggregate is (i) approximately

S$29,427,000 for On-Market Share Purchases, and (ii) approximately S$33,631,000

for Off-Market Share Purchases. The Share Purchases are assumed to be funded by

the Company’s cash and bank balances, as well as inter-companies funding.


23

Illustrative Financial Effects

For illustrative purposes only and on the basis of the assumptions set out in the above

paragraph, the financial effects on the consolidated financial statements of the Group and the

Company for FY2020 based on a purchase or acquisition by the Company of up to ten percent

(10%) of the total number of its issued Shares would have been as follows:

On-Market Share Purchases

Group

before Share

Purchase

Group

after Share

Purchase

Company

before Share

Purchase

Company

after Share

Purchase

(S$’000) (S$’000) (S$’000) (S$’000)

As at 31 December 2020

Shareholders’ funds 605,596 576,169 279,115 249,688

Total equity 628,785 599,358 279,115 249,688

Current assets 108,998 79,571 51,890 23,643

Current liabilities 129,098 129,098 52,812 52,812

Cash and bank balances 83,868 54,441 28,247 –

Borrowings(1) 754,666 754,666 150,872 152,052

Number of Shares (’000) 840,779 756,701 840,779 756,701

Financial Ratios

Net assets per Share (S$) 0.7203 0.7614 0.3320 0.3300

Net gearing(2) 48% 52% 29% 38%

Current ratio(3) 0.84 0.62 0.98 0.45

Notes:

(1) The above computation assumes that the maximum number of Shares are purchased.

(2) Net gearing equals borrowings less cash and bank balances divided by total equity and borrowings.

(3) Current ratio equals current assets divided by current liabilities.


24

Off-Market Share Purchases

Group

before Share

Purchase

Group

after Share

Purchase

Company

before Share

Purchase

Company

after Share

Purchase

(S$’000) (S$’000) (S$’000) (S$’000)

As at 31 December 2020

Shareholders’ funds 605,596 571,965 279,115 245,484

Total equity 628,785 595,154 279,115 245,484

Current assets 108,998 75,367 51,890 23,643

Current liabilities 129,098 129,098 52,812 52,812

Cash and bank balances 83,868 50,237 28,247 –

Borrowings(1) 754,666 754,666 150,872 156,256

Number of Shares (’000) 840,779 756,701 840,779 756,701

Financial Ratios

Net assets per Share (S$) 0.7203 0.7559 0.3320 0.3244

Net gearing(2) 48% 52% 29% 39%

Current ratio(3) 0.84 0.58 0.98 0.45

Notes:

(1) The above computation assumes that the maximum number of Shares are purchased.

(2) Net gearing equals borrowings less cash and bank balances divided by total equity and borrowings.

(3) Current ratio equals current assets divided by current liabilities.

4.7.5 There may be a material adverse impact on the working capital or gearing position of the

Company (as compared with the position disclosed in the audited financial statements

contained in the annual report for the year ended 31 December 2020) in the event the Share

Purchase Mandate was to be carried out in full at any time during the proposed Permitted

Period. However, the Directors do not propose to exercise the Share Purchase Mandate to

such extent as would, in the circumstances, have a material adverse impact on the working

capital requirements of the Company or the gearing levels which, in the opinion of the Board,

are from time to time appropriate for the Company. The Company will take into account both

financial and non-financial factors, among other things, the market conditions at such time,

the Company’s financial condition, the performance of the Shares and whether such Share

Purchases would represent the most efficient and cost-effective approach to enhance the

Share value. Share Purchases will only be made if the Directors believe that such purchases

are likely to benefit the Company and increase economic value for the Shareholders.


25

4.7.6 Shareholders should be aware that the financial effects set out above are based on the

assumptions set out above and are for illustrative purposes only. The above analysis is based

on historical figures for FY2020 and is not necessarily representative of the Company’s or the

Group’s future financial performance. Although the proposed Share Purchase Mandate would

authorise the Company to buy back up to ten percent (10%) of the total number of issued

Shares (excluding Treasury Shares and subsidiary holdings, if any) as at the date the Share

Purchase Mandate is obtained, the Company may not necessarily buy back or be able to buy

back ten percent (10%) of the total number of issued Shares (excluding Treasury Shares and

subsidiary holdings, if any) in full. As mentioned above, the Company is not permitted to

hold Treasury Shares.

4.7.7 To the best of the knowledge of the Directors, and having made all reasonable enquiries, as

at the Latest Practicable Date, none of the Directors nor any of their close associates has a

present intention, in the event that the proposed Share Purchase Mandate is approved by

Shareholders, to sell Shares to the Company.

4.7.8 The Directors have undertaken to the HKSE that the power of the Company to make Share

Purchases pursuant to the proposed Share Purchase Mandate, if approved, shall be exercised

in accordance with the HK Listing Rules, and the laws of Singapore, being the jurisdiction

in which the Company is incorporated.

4.7.9 As at the Latest Practicable Date, there is no core connected person of the Company that has

notified the Company that he has a present intention to sell Shares to the Company or has

undertaken not to sell any of the Shares held by him to the Company, in the event that the

Company is authorised to make Share Purchases.

4.7.10 The highest and lowest prices per Share at which the Shares have traded on the HKSE,

respectively, during each of the previous 12 months were as follows:

Month Highest Price Lowest Price

(HK$) (HK$)

2020

March 2.500 1.950

April 2.070 2.020

May 2.020 1.930

June 2.090 1.930

July 2.110 1.970

August 2.050 1.860

September 2.100 1.940

October 1.980 1.850

November 2.120 1.870

December 2.090 2.010


26

Month Highest Price Lowest Price

(HK$) (HK$)

2021

January 2.100 2.030

February 2.060 2.020

March (up to the Latest Practicable Date) 2.000 1.870

4.8 Tax implications arising from Share Purchases

Shareholders who are in doubt as to their respective tax positions or tax implications of Share

Purchases by the Company, or who may be subject to tax, whether in or outside Singapore,

should consult their own professional advisers.

4.9 Listing Rules

4.9.1 Singapore Listing Rules

(a) The Listing Manual specifies that an issuer shall notify the SGX-ST of any

On-Market Share Purchases not later than 9:00 am on the Market Day following the

day on which the On-Market Share Purchase was made, and of any Off-Market Share

Purchases not later than 9:00 am on the second Market Day after the close of

acceptance of the offer for the Off-Market Share Purchase. The notification of such

Share Purchases to the SGX-ST shall be in such form and shall include such details

that the SGX-ST may prescribe. The Company shall make arrangements with its

stockbrokers to ensure that they provide the Company in a timely fashion the

necessary information which will enable the Company to make the notifications to

the SGX-ST.

(b) In addition, under the Listing Manual, the Company shall not buy back any Shares

during the period commencing (a) two (2) weeks before the announcement of the

Company’s financial statements for each of the first three quarters of its financial

year, and one (1) month before the announcement of the Company’s full year

financial statements (if the Company announces its quarterly financial statements,

whether required by the SGX-ST or otherwise), or (b) one (1) month before the

announcement of the Company’s half year and full year financial statements (if the

Company does not announce its quarterly financial statements), as the case may be,

and ending on the date of announcement of the relevant financial statements. Further,

the Company will not undertake Share Purchases after a price sensitive development

has occurred or has been the subject of consideration and/or a decision of the Board

until such time as the price sensitive information has been publicly announced or

disseminated in accordance with the requirements of the Listing Manual.

(c) The Listing Manual requires an issuer to ensure that at least ten percent (10%) of the

total number of issued Shares excluding Treasury Shares (excluding preference


27

shares and convertible equity securities) in a class that is listed is at all times held by

the Public. The “Public”, as defined under the Listing Manual, are persons other than

the Directors, chief executive officer, Substantial Shareholders or Controlling

Shareholders of the Company or its subsidiaries, as well as the associates of such

persons. Based on the Register of Directors’ Shareholdings maintained by the

Company and its subsidiaries and the Register of Substantial Shareholders

maintained by the Company as at the Latest Practicable Date, there are 259,684,699

Shares in the hands of Public Shareholders, representing approximately 30.89% of

the total number of issued Shares excluding Treasury Shares (excluding preference

shares and convertible equity securities). Assuming the Company exercises the Share

Purchase Mandate in full and purchases ten percent (10%) of the total number of

issued Shares excluding Treasury Shares (excluding preference shares and

convertible equity securities) from the Public, the number of Shares in the hands of

the Public would be reduced to approximately 175,606,837 Shares, representing

approximately 23.21% of the total number of issued Shares excluding Treasury

Shares (excluding preference shares and convertible equity securities). It should be

noted that the Company has no Treasury Shares, and is not permitted to hold Treasury

Shares.

(d) Based on the above analysis, the Company is of the view that there is a sufficient

number of Shares in issue held by Public Shareholders, which would permit the

Company to undertake purchases or acquisitions of its Shares up to the full ten

percent (10%) limit pursuant to the Share Purchase Mandate, without affecting the

listing status of the Shares on the SGX-ST. However, the Company will not be able

to exercise the Share Purchase Mandate to its full extent since it needs to comply with

the minimum public float requirement under the HK Listing Rules. The Directors

have no present intention to exercise the Share Purchase Mandate to such an extent,

as it would result in the Company failing to comply with the public float requirement

under Rule 8.08 of the HK Listing Rules.

(e) In undertaking any Share Purchases, the Directors will use their best efforts to ensure

that, notwithstanding such Share Purchases, a sufficient float in the hands of the

Public will be maintained so that the Share Purchases will not adversely affect the

listing status of the Shares on the SGX-ST, cause market illiquidity or adversely

affect the orderly trading of the Shares.

4.9.2 HK Listing Rules

(a) Pursuant to the HK Listing Rules, the Company shall ensure that after its purchase

of Shares on any stock exchange, at least twenty five percent (25%) of its Shares will

remain in the hands of the public.

(b) In addition, under the HK Listing Rules, an issuer shall not purchase its shares on the

HKSE at any time after inside information has come to its knowledge, until the

information is made publicly available. In particular, during the period of one (1)


28

month immediately preceding the earlier of: (a) the date of the board meeting (as such

date is first notified to the HKSE in accordance with the HK Listing Rules) for the

approval of the issuer’s results for any year, half-year, quarterly or any other interim

period (whether or not required under the HK Listing Rules); and (b) the deadline for

the issuer to announce its results for any year or half-year under the HK Listing

Rules, or quarterly or any other interim period (whether or not required under the HK

Listing Rules), and ending on the date of the results announcement, the issuer may

not purchase its shares on the HKSE, unless the circumstances are exceptional.

Further, an issuer shall not knowingly purchase its shares from a core connected

person and a core connected person shall not knowingly sell shares to the issuer, on

the HKSE.

(c) In undertaking any Share Purchases, the Directors will use their best efforts to ensure

that, notwithstanding such Share Purchases, a sufficient float in the hands of the

public will be maintained so that the Share Purchases will not adversely affect the

listing status of the Shares on the HKSE, cause market illiquidity or adversely affect

the orderly trading of the Shares.

4.10 Take-over Code implications arising from Share Purchases

4.10.1 Singapore Take-over Code Implications

(a) The resultant increase in the percentage of voting rights held by a Shareholder and

persons acting in concert with him, following the Share Purchases, will be treated as

an acquisition for the purposes of Rule 14 of the Singapore Take-over Code

(“Rule 14”). Consequently, depending on the number of Shares purchased by the

Company and the Company’s issued share capital at that time, a Shareholder or group

of Shareholders acting in concert with each other could obtain or consolidate

effective control of the Company and could become obliged to make a take-over offer

under Rule 14.

(b) Under the Singapore Take-over Code, persons acting in concert or concert parties

comprise individuals or companies who, pursuant to an agreement or understanding

(whether formal or informal), co-operate, through the acquisition by any of them of

shares in a company to obtain or consolidate effective control of the company. Unless

the contrary is established, the following persons, inter alia, will be presumed to be

acting in concert, namely: (i) a company with any of its directors (together with their

close relatives, related trusts as well as companies controlled by any of the directors,

their close relatives and related trusts); and (ii) a company, its parent, Subsidiaries

and fellow Subsidiaries, and their Associated Companies and companies of which

such companies are Associated Companies, all with one another, and any person who

has provided financial assistance (other than a bank in the ordinary course of

business) to any of the aforesaid for the purchase of voting rights. For this purpose,


29

ownership or control of at least twenty percent (20%) but not more than fifty percent

(50%) of the voting rights of a company will be regarded as the test of Associated

Company status.

(c) The circumstances under which Shareholders (including Directors) and persons

acting in concert with them, respectively, will incur an obligation to make a take-over

offer under Rule 14 after a purchase or acquisition of Shares by the Company are set

out in Rule 14 and Appendix 2 of the Singapore Take-over Code.

(d) In general terms, the effect of Rule 14 and Appendix 2 is that, unless exempted,

Directors and persons acting in concert with them will incur an obligation to make

a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring

Shares, the voting rights of such Directors and their concert parties would increase

to thirty percent (30%) or more, or, in the event that such Directors and their concert

parties hold between thirty percent (30%) and fifty percent (50%) of the Company’s

voting rights, the voting rights of such Directors and their concert parties would

increase by more than one percent (1%) in any period of six (6) months.

(e) Under Appendix 2 of the Singapore Take-over Code, a Shareholder not acting in

concert with the Directors will not be required to make a take-over offer under Rule

14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights

of such Shareholder would increase to thirty percent (30%) or more, or, if such

Shareholder holds between thirty percent (30%) and fifty percent (50%) of the

Company’s voting rights, the voting rights of such Shareholder would increase by

more than one percent (1%) in any period of six (6) months. Such a Shareholder need

not abstain from voting in respect of the resolution renewing the Share Purchase

Mandate unless so required under the Companies Act.

(f) Shareholders will be subject to the provisions of Rule 14 if they acquire any Shares

after the Share Purchase. For the purpose of the Singapore Take-over Code, an

increase in the percentage of voting rights as a result of the Share Purchases will be

taken into account in determining whether a Shareholder and persons acting in

concert with him have increased their voting rights by more than one percent (1%)

in any period of six (6) months.

(g) The interests of the Directors and the shareholding interests of shareholders with an

interest of five percent (5%) or more (“Substantial Shareholders”) of the Company

in the Shares as at the Latest Practicable Date and after the Share Purchases, based

on the Company’s Register of Directors’ Shareholdings and Register of Substantial

Shareholders of the Company, respectively, are as follows:


30

Directors’ interests in Shares

Direct InterestIndirect/Deemed

Interest Total Interest

Numberof Shares %(1)


Numberof Shares

BeforeShare

Purchase%(1)

AfterShare

Purchase%(2)

Directors

Han Seng Juan(3) 33,877,600 4.03 433,703,626 51.58 467,581,226(8) 55.61 61.79

Loh Kim KangDavid(4) 37,986,350 4.52 425,956,126 50.66 463,942,476(9) 55.18 61.31

Wong Kok Hoe(5) 10,000,000 1.19 – – 10,000,000 1.19 1.32

Teo Peng Kwang(6) 63,723,330 7.58 – – 63,723,330 7.58 8.42

Chandra Mohan s/oRethnam – – – – – – –

Gn Hiang Meng(7) – – 247,500 0.03 247,500 0.03 0.03

Owi Kek Hean – – – – – –

Tan Poh Hong – – – – – – –

Lee Wei Loon – – – – – – –

Notes:

(1) As a percentage of the total number of issued Shares as at the Latest Practicable Date, comprising840,778,624 Shares.

(2) As a percentage of the total number of issued Shares, comprising 756,700,762 Shares (assuming that theCompany purchases the maximum number of 84,077,862 Shares under the Share Purchase Mandate).

(3) Han Seng Juan (“Mr. Han”) holds a 50% shareholding interest in Centurion Global Ltd (“CenturionGlobal”). Mr. Han is, therefore, deemed to have an interest in 425,756,126 Shares held by CenturionProperties Pte. Ltd. (“Centurion Properties”), a wholly-owned subsidiary of Centurion Global. Mr. Hanis also deemed to have an interest in 7,947,500 Shares held by his spouse, Kang Lee Cheng Susanna,which are registered in the name of DB Nominees (Singapore) Pte Ltd.

Of the 33,877,600 Shares held by Mr. Han, 5,898,400 Shares are registered in the name of CitibankNominees Singapore Pte Ltd, 2,370,700 Shares are registered in the name of UOB Kay Hian PrivateLimited, 3,239,000 Shares are registered in the name of Kim Eng Securities (Hong Kong) Limited,9,026,000 Shares are registered in the name of UBS Securities (Hong Kong) Limited, 402,300 Shares areregistered in the name of Oversea-Chinese Bank Nominees Pte Ltd, 3,388,500 Shares are registered inthe name of Maybank Kim Eng Securities Pte Ltd, 5,193,700 Shares are registered in the name ofCGS-CIMB Securities (Singapore) Pte Ltd, 2,785,000 Shares are registered in the name of CGS-CIMBSecurities (Hong Kong) Limited, 49,000 Shares are registered in the name of UOB Kay Hian (HongKong) Limited and 1,525,000 shares are registered in his own name.

(4) Loh Kim Kang David (“Mr. Loh”) holds a 50% shareholding interest in Centurion Global. Mr. Loh is,therefore, deemed to have an interest in 425,756,126 Shares held by Centurion Properties, awholly-owned subsidiary of Centurion Global. Mr. Loh is also deemed to have an interest in 200,000Shares held by his spouse, Wong Wan Pei.

Of the 37,986,350 Shares held by Mr. Loh, 15,837,450 Shares are registered in the name of UOB KayHian Private Limited, 1,700,000 Shares are registered in the name of Raffles Nominees (Pte.) Limited,14,903,900 Shares are registered in the name of CGS-CIMB Securities (Singapore) Pte Ltd, 4,000,000Shares are registered in the name of CGS-CIMB Securities (Hong Kong) Limited, 1,345,000 Shares areregistered in the name of Standard Chartered Bank (Hong Kong) Ltd and 200,000 Shares are registeredin his own name.

(5) The 10,000,000 Shares held by Wong Kok Hoe are registered in the name of CGS-CIMB Securities

(Singapore) Pte Ltd and have been pledged to independent third party financial institution(s).


31

(6) Of the 63,723,330 Shares held by Teo Peng Kwang, 40,270,164 Shares are registered in the name of DBS

Bank Ltd, 16,000,000 Shares are registered in the name of Deutsche Bank AG, 7,356,916 Shares are

registered in the name of Deutsche Bank and 96,250 Shares are registered in the name of United Overseas

Bank Nominees Pte Ltd.

(7) Gn Hiang Meng is deemed to have an interest in 247,500 Shares held by his spouse, Loo Bee Hoon.

(8) Of these Shares, 21,246,300 Shares held by Mr. Han and 405,000,000 Shares held by Centurion

Properties as his deemed interest have been pledged to independent third party financial institution(s).

(9) Of these Shares, 34,741,350 Shares held by Mr. Loh and 405,000,000 Shares held by Centurion Properties

as his deemed interest have been pledged to independent third party financial institution(s).

Substantial Shareholders’ interests in Shares

Direct InterestIndirect/Deemed

Interest Total Interest



Numberof Shares

BeforeShare

Purchase%(1)

AfterShare

Purchase%(2)

Substantial Shareholders

Centurion PropertiesPte Ltd(3) 425,756,126 50.64 – – 425,756,126(8) 50.64 56.26

Centurion GlobalLtd(4) – – 425,756,126 50.64 425,756,126 50.64 56.26

Loh Kim KangDavid(5) 37,986,350 4.52 425,956,126 50.66 463,942,476(9) 55.18 61.31

Han Seng Juan(6) 33,877,600 4.03 433,703,626 51.58 467,581,226(10) 55.61 61.79

Teo Peng Kwang(7) 63,723,330 7.58 – – 63,723,330 7.58 8.42

Notes:

(1) As a percentage of the total number of issued Shares as at the Latest Practicable Date, comprising

840,778,624 Shares.

(2) As a percentage of the total number of issued Shares, comprising 756,700,762 Shares (assuming that the

Company purchases the maximum number of 84,077,862 Shares under the Share Purchase Mandate).

(3) Of the 425,756,126 Shares held by Centurion Properties Pte. Ltd. (“Centurion Properties”),

310,000,000 Shares are registered in the name of DB Nominees (Singapore) Pte Ltd, 95,000,000 Shares

are registered in the name of UOB Kay Hian Private Limited and 20,756,126 Shares are registered in its

own name.

(4) Centurion Properties is a wholly-owned subsidiary of Centurion Global Ltd (“Centurion Global”).

Centurion Global is, therefore, deemed to have an interest in 425,756,126 Shares held by Centurion

Properties.

(5) Loh Kim Kang David (“Mr. Loh”) holds a 50% shareholding interest in Centurion Global. Mr. Loh is,

therefore, deemed to have an interest in 425,756,126 Shares held by Centurion Properties, a

wholly-owned subsidiary of Centurion Global. Mr. Loh is also deemed to have an interest in 200,000

Shares held by his spouse, Wong Wan Pei.


32

Of the 37,986,350 Shares held by Mr. Loh, 15,837,450 Shares are registered in the name of UOB Kay

Hian Private Limited, 1,700,000 Shares are registered in the name of Raffles Nominees (Pte.) Limited,

14,903,900 Shares are registered in the name of CGS-CIMB Securities (Singapore) Pte Ltd, 4,000,000

Shares are registered in the name of CGS-CIMB Securities (Hong Kong) Limited, 1,345,000 Shares are

registered in the name of Standard Chartered Bank (Hong Kong) Ltd and 200,000 Shares are registered

in his own name.

(6) Han Seng Juan (“Mr. Han”) holds a 50% shareholding interest in Centurion Global. Mr. Han is,

therefore, deemed to have an interest in 425,756,126 Shares held by Centurion Properties, a

wholly-owned subsidiary of Centurion Global. Mr. Han is also deemed to have an interest in 7,947,500

Shares held by his spouse, Kang Lee Cheng Susanna, which are registered in the name of DB Nominees

(Singapore) Pte Ltd.

Of the 33,877,600 Shares held by Mr. Han, 5,898,400 Shares are registered in the name of Citibank

Nominees Singapore Pte Ltd, 2,370,700 Shares are registered in the name of UOB Kay Hian Private

Limited, 3,239,000 Shares are registered in the name of Kim Eng Securities (Hong Kong) Limited,

9,026,000 Shares are registered in the name of UBS Securities (Hong Kong) Limited, 402,300 Shares are

registered in the name of Oversea-Chinese Bank Nominees Pte Ltd, 3,388,500 Shares are registered in

the name of Maybank Kim Eng Securities Pte Ltd, 5,193,700 Shares are registered in the name of

CGS-CIMB Securities (Singapore) Pte Ltd, 2,785,000 Shares are registered in the name of CGS-CIMB

Securities (Hong Kong) Limited, 49,000 Shares are registered in the name of UOB Kay Hian

(Hong Kong) Limited and 1,525,000 Shares are registered in his own name.

(7) Of the 63,723,330 Shares held by Teo Peng Kwang, 40,270,164 Shares are registered in the name of DBS

Bank Ltd, 16,000,000 Shares are registered in the name of Deutsche Bank AG, 7,356,916 Shares are

registered in the name of Deutsche Bank and 96,250 Shares are registered in the name of United Overseas

Bank Nominees Pte Ltd.

(8) Of these Shares, 405,000,000 have been pledged to independent third party financial institution(s).

(9) Of these Shares, 34,741,350 Shares held by Mr. Loh and 405,000,000 Shares held by Centurion Properties

as his deemed interest have been pledged to independent third party financial institution(s).

(10) Of these Shares, 21,246,300 Shares held by Mr. Han and 405,000,000 Shares held by Centurion

Properties as his deemed interest have been pledged to independent third party financial institution(s).

(h) As at the Latest Practicable Date, the Company’s total issued share capital comprised

840,778,624 Shares and Centurion Properties, together with its concert parties

(collectively, the “Concert Party Group”), hold an aggregate of 505,767,576

Shares, representing approximately 60.15% of the total number of issued shares of

the Company. Centurion Properties holds an interest of 425,756,126 Shares

representing approximately 50.64%, Mr. Loh holds a direct interest of 37,986,350

Shares representing approximately 4.52% and a deemed interest of 200,000 Shares

(held by his spouse) representing approximately 0.02% and Mr. Han holds a direct

interest of 33,877,600 Shares representing approximately 4.03% and a deemed

interest of 7,947,500 Shares (held by his spouse) representing approximately 0.94%

respectively of the total number of issued shares of the Company. Centurion

Properties is a wholly-owned subsidiary of Centurion Global.

(i) Since the Concert Party Group already has an aggregate shareholding interests of

more than 50% in the Company as at the Latest Practicable Date and are acting in

concert with each other, any increase in their shareholdings in the event the Company

purchases the Shares pursuant to the Share Purchase Mandate will not require them

to make a general offer under Rule 14 of the Singapore Take-over Code.


33

4.10.2 HK Takeovers Code Implications

(a) If, as a result of the repurchase of Shares by the Company pursuant to the Share

Purchase Mandate, a Shareholder’s proportionate interest in the voting rights of the

Company is increased, such increase will be treated as an acquisition for the purpose

of the HK Takeovers Code. Accordingly, a Shareholder or a group of Shareholders

acting in concert should obtain or consolidate control of the Company and become

obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the HK

Takeovers Code.

(b) As at the Latest Practicable Date, the Company’s total issued share capital comprised

840,778,624 Shares and Centurion Properties, together with its concert parties

(including Mr. Loh and Mr. Han) (collectively, the “Concert Party Group”), hold an

aggregate of 505,767,576 Shares, representing approximately 60.15% of the total

number of issued shares of the Company. Centurion Properties holds an interest of

425,756,126 Shares representing approximately 50.64%, Mr. Loh holds a direct

interest of 37,986,350 Shares representing approximately 4.52% and a deemed

interest of 200,000 Shares (held by his spouse) representing approximately 0.02%

and Mr. Han holds a direct interest of 33,877,600 Shares representing approximately

4.03% and a deemed interest of 7,947,500 Shares (held by his spouse) representing

approximately 0.94% respectively of the total number of issued shares of the

Company. Centurion Properties is a wholly-owned subsidiary of Centurion Global.

Since the Concert Party Group already has an aggregate shareholding interests of

more than 50% in the Company as at the Latest Practicable Date and are acting in

concert with each other, any increase in their shareholdings in the event the Company

purchases the Shares pursuant to the Share Purchase Mandate, to the best of the

knowledge and belief of the Directors, would not give rise to an obligation to make

a mandatory offer under the HK Takeovers Code.

(c) The Directors are not aware of any consequences, which may arise under the HK

Takeovers Code as a result of any repurchase made under the Share Purchase

Mandate and under the HK Takeovers Code.

(d) The Directors have no present intention to repurchase Shares to an extent that will

trigger the obligations under the HK Takeovers Code to make a mandatory offer.

4.10.3 Save as disclosed in this Circular, the Directors and the Substantial Shareholders of the

Company do not have any interest, whether direct or indirect, in the Shares.

4.10.4 Shareholders who are in doubt as to their obligations, if any, to make a mandatory

takeover offer under the Singapore Take-over Code and/or the HK Takeovers Code as

a result of any Share Purchase should consult the Securities Industry Council and/or the

SFC and/or their professional advisers at the earliest opportunity.


34

4.11 Shares purchased during the previous 12 months

4.11.1 For the period of 12 months prior to and including the Latest Practicable Date, the Company

had not made any Share Purchase (whether on the SGX-ST and the HKSE or otherwise).

5. ABSTENTION FROM VOTING

5.1.1 The Directors, chief executive officer of the Company, and associates of such Directors and

chief executive officer, are excluded from voting on Resolutions 6 and 8 as required by

Rule 210(5)(d)(iii) of the Listing Manual (which will take effect from 1 January 2022), for

the reasons set out in Explanatory Notes (ii) and (iii) in the notice of the 2021 AGM in this

Circular. The Company will disregard any votes cast on a resolution by the persons required

to abstain from voting by Rule 210(5)(d)(iii) of the Listing Manual (which will take effect

from 1 January 2022). Save for the foregoing, no Director or Substantial Shareholder of the

Company is required to abstain from voting on any of the ordinary resolutions to be put to

vote at the 2021 AGM.

6. DIRECTORS’ RECOMMENDATIONS

6.1 The Directors, chief executive officer of the Company, and associates of such Directors and

chief executive officer, are excluded from voting on Resolutions 6 and 8 as required by

Rule 210(5)(d)(iii) of the Listing Manual (which will take effect from 1 January 2022), for

the reasons set out in Explanatory Notes (ii) and (iii) in the notice of the 2021 AGM in this

Circular, and the Directors have thus abstained from making any recommendation in relation

to these Resolutions.

6.2 In respect of Resolutions 2, 3 and 4, all of the Directors, other than Mr. Han, Mr. Gn and

Mr. Mohan (who, by virtue of themselves being the retiring Directors, have abstained from

making any recommendation in respect of their own respective proposed re-elections), are

pleased to recommend the retiring Directors, details of whom are set out in Appendix to this

Circular, for re-election at the 2021 AGM, and consider that the proposed re-election of the

retiring Directors is in the interests of the Company and its Shareholders as a whole, and

recommend that Shareholders vote in favour of the resolutions relating to the re-election of

the retiring Directors, as set out in the notice of the 2021 AGM in this Circular.

In respect of Resolutions 5 and 7, all of the Directors, other than Mr. Gn and Mr. Mohan

(who, by virtue of themselves being the retiring Directors, have abstained from making any

recommendation in respect of their own respective proposed continued appointments as

independent non-executive Directors), are pleased to recommend Mr. Gn and Mr. Mohan,

details of whom are set out in Appendix to this Circular, for continued appointments as

independent non-executive Directors at the 2021 AGM, and consider that the proposed

continued appointments of Mr. Gn and Mr. Mohan as independent non-executive Directors

are in the interests of the Company and its Shareholders as a whole, and recommend that

Shareholders vote in favour of the resolutions relating to the same, as set out in the notice

of the 2021 AGM in this Circular.


35

6.3 The Directors unanimously consider that the proposed Share Issue Mandate and the proposed

renewal of the Share Purchase Mandate are in the interests of the Company and its

Shareholders as a whole, and recommend that Shareholders vote in favour of the resolutions

relating to the Share Issue Mandate and the renewal of Share Purchase Mandate, as set out

in the notice of the 2021 AGM in this Circular.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

7.1 A notice convening the 2021 AGM is set out in pages 53 to 64 of this Circular. At the 2021

AGM, ordinary resolutions will be proposed to approve, among other things, the re-election

of the retiring Directors, the Share Issue Mandate and the renewal of the Share Purchase

Mandate. Pursuant to the Listing Manual and HK Listing Rules, the voting on the proposed

ordinary resolutions at the 2021 AGM will be taken by way of poll.

7.2 2021 AGM and alternative arrangements in light of COVID-19

(a) The 2021 AGM is being convened, and will be held, by electronic means pursuant to

the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for

Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture

Holders) Order 2020.

(b) Due to the current COVID-19 restriction orders in Singapore, Shareholders will not

be able to attend the 2021 AGM physically in person (in Singapore). Shareholders

will also not be able to vote online on the resolutions to be tabled for approval at the

2021 AGM.

Alternative arrangements relating to (i) attendance at the 2021 AGM via electronic

means (including arrangements by which the 2021 AGM can be electronically

accessed via live audio-visual webcast or live audio-only stream), (ii) submission of

questions prior to the 2021 AGM, (iii) addressing of substantial and relevant

questions prior to or at the 2021 AGM and (iv) voting by appointing the Chairman

of the Meeting as proxy at the 2021 AGM have been put in place and are set out in

the notice of the 2021 AGM.

(c) Shareholders in Hong Kong (whether individual or corporate) who wish to exercise

their voting rights at the 2021 AGM are encouraged to appoint the Chairman of the

Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the 2021

AGM.

(d) A Shareholder in Singapore and a Shareholder in Hong Kong without attending the

2021 AGM in person in Hong Kong (whether individual or corporate) must appoint

the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on

his/her/its behalf at the 2021 AGM if such Shareholder wishes to exercise his/her/its

voting rights at the 2021 AGM.


36

In the appointment of the Chairman of the Meeting as proxy, Shareholders must

complete, sign and return the Proxy Form, which is enclosed in the Annual Report,

in accordance with the instructions printed thereon and submit it to the Company by

10:00 am on 24 April 2021, being not less than 72 hours before the time appointed

for the 2021 AGM either:

(i) by depositing a physical copy at the registered office of the Company at 45 Ubi

Road 1, #05-01 Singapore 408696 (for Singapore Shareholders) or the office of

the Hong Kong branch share registrar of the Company, Tricor Investor Services

Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for

Hong Kong Shareholders); or

(ii) by sending a scanned PDF copy via email to [email protected].

Investors holding Shares through the Central Provident Fund (“CPF”) or

Supplementary Retirement Scheme (“SRS”) (“CPF/SRS Investors”) who wish to

appoint the Chairman of the Meeting as proxy should approach their respective CPF

Agent Banks or SRS Operators to submit their votes (including pre-submission of

questions) by 10:00 am on 16 April 2021, being at least seven (7) working days

before the date of the 2021 AGM. Investors holding Shares through a clearing house

(or its nominee(s)) or relevant intermediaries who wish to appoint the Chairman of

the Meeting as proxy should approach the clearing house (or its nominee(s)) or

their relevant intermediaries as soon as possible to submit their votes (including

pre-submission of questions).

(e) Please refer to the notice of the 2021 AGM for further details, including steps to be

taken by Shareholders to participate in and vote at the 2021 AGM.

7.3 A Depositor shall not be regarded as a Shareholder entitled to attend the 2021 AGM and to

speak and vote thereat unless his name appears on the Depository Register as at 72 hours

before the time set for the 2021 AGM.

8. CLOSURE OF REGISTER OF MEMBERS IN HONG KONG

In order to determine the entitlement of Shareholders to attend and vote at the 2021 AGM,

the Hong Kong share transfer books and Hong Kong branch register of members of the

Company will be closed from 22 April 2021 to 27 April 2021 (both days inclusive), during

which period no transfer of Shares will be registered in Hong Kong. All Share transfers in

Hong Kong, accompanied by the relevant share certificates, must be lodged with the Hong

Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54,

Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders) no later

than 4:30 pm on 21 April 2021.


37

For the purpose of determination of Shareholders registered under the Singapore principal

register of members and the Hong Kong branch register of members of the Company in

respect of Shareholders’ entitlement to attend and vote at the 2021 AGM, all necessary

documents, remittances accompanied by the relevant share certificates in respect of removal

of Shares between the two (2) registers of members, must be submitted (a) no later than

5:00 pm on 7 April 2021 to the Singapore principal share registrar of the Company, B.A.C.S.

Private Limited, at 8 Robinson Road #03-00, ASO Building, Singapore 048544 (for

Singapore Shareholders) and (b) no later than 4:30 pm on 7 April 2021 to the Hong Kong

branch share registrar of the Company, Tricor Investor Services Limited, at Level 54,

Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders),

respectively.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility,

includes particulars given in compliance with the Listing Manual and the HK Listing Rules

for the purpose of giving information with regard to the Company. The Directors, having

made all reasonable enquiries, confirm that to the best of their knowledge and belief, the

information contained in this Circular is complete and accurate in all material respects and

not misleading or deceptive, and there are no other matters, the omission of which would

make any statement in this Circular misleading.

In accordance with the Listing Manual, the Directors collectively and individually accept full

responsibility for the accuracy of the information given in this Circular and confirm after

making all reasonable enquiries that, to the best of their knowledge and belief, this Circular

constitutes full and true disclosure of all material facts about (i) the proposed re-election of

retiring Directors, (ii) the proposed Share Issue Mandate and (iii) the proposed renewal of

Share Purchase Mandate, the Company and its subsidiaries, and the Directors are not aware

of any facts the omission of which would make any statement in this Circular misleading.

Where information in this Circular has been extracted from published or otherwise publicly

available sources or obtained from a named source, the sole responsibility of the Directors

has been to ensure that such information has been accurately and correctly extracted from

those sources and/or reproduced in this Circular in its proper form and context.


38

10. DOCUMENTS AVAILABLE FOR INSPECTION

Subject to prevailing regulations, orders, advisories and guidelines relating to safe distancing

which may be issued by relevant authorities, copies of the following documents are available

for inspection at the registered office of the Company at 45 Ubi Road 1, #05-01 Singapore

408696 during normal business hours from the date of this Circular up to and including the

date of the 2021 AGM:

(a) the Constitution;

(b) the annual report of the Company and its Subsidiaries for FY2020; and

(c) this Circular dated 24 March 2021.

Copies of the above-mentioned documents can also be accessed through the websites of the

SGX-ST, the HKSE and the Company.

Yours faithfully

For and on behalf of the Board

Centurion Corporation Limited

Han Seng Juan

Loh Kim Kang David

Joint Chairmen


39

Supplemental Information on Directors Seeking Re-election at the 2021 AGM of the Company

to be held on 27 April 2021 pursuant to the Listing Manual – Rule 720(6) and Appendix 7.4.1

and the HK Listing Rules – Rule 13.51(2).

Name of Director Gn Hiang Meng

Chandra Mohan s/o

Rethnam Han Seng Juan

Date of Appointment 17 May 2007 17 May 2007 8 May 2015

Date of last re-appointment

(if applicable)

27 April 2020 25 April 2019 27 April 2018

Age 72 58 58

Country of principal

residence

Singapore Singapore Singapore

The Board’s comments on

this re-election/appointment

(including rationale,

selection criteria, and the

search and nomination

process)

The Board has considered

the Nominating Committee’s

recommendation and

assessment of the

qualifications, independence,

experience, contributions

and participation at Board

and/or Board Committee

meetings of Mr. Gn Hiang

Meng (“Mr. Gn”) and is

satisfied that he will

continue to contribute

relevant knowledge, skills

and experience to the Board.



recommendation and

assessment of the

qualifications, independence,

experience, contributions

and participation at Board

and/or Board Committee

meetings of Mr. Chandra

Mohan s/o Rethnam

(“Mr. Mohan”) and is

satisfied that he will

continue to contribute

relevant knowledge, skills

and experience to the Board.



recommendation and

assessment of the

qualifications, experience,

contributions and

participation at Board and/or

Board Committee meetings

of Mr. Han Seng Juan

(“Mr. Han”) and is satisfied

that he will continue to

contribute relevant

knowledge, skills and

experience to the Board.

Whether appointment is

executive, and if so, the

area of responsibility

Non-Executive and

Independent

Non-Executive and

Independent

Non-Executive and

Non-Independent

Job Title (e.g. Lead

Independent Director, Audit

Committee Chairman, Audit

Committee Member etc.)

Lead Independent Director

Chairman of the Audit

Committee

Member of the Nominating

Committee

Independent Director

Chairman of the

Remuneration Committee

Member of the Audit

Committee

Non-Executive Director

Joint Chairman of the Board

APPENDIX – DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTIONAT THE ANNUAL GENERAL MEETING

40


Chandra Mohan s/o


Letter of Appointment Mr. Gn has entered into a

letter of appointment with

the Company for a fixed

term of three (3) years

commencing from

12 December 2020, which

may be terminated in

accordance with its terms.

Mr. Mohan has entered into

a letter of appointment with



commencing from




Mr. Han has entered into a

letter of appointment with



commencing from




Remuneration (subject to

annual review by the

Remuneration Committee

and the Board and approval

by Shareholders at general

meeting)

Pursuant to the letter of

appointment, Mr. Gn is

entitled to a director’s fee

subject to annual review by

the Remuneration

Committee and the Board

and approval by

Shareholders at general

meeting. Save for the

director’s fee, Mr. Gn is not

expected to receive any

other remuneration for

holding office as an

Independent Non-executive

Director.

FY 2020: Director’s fee of

S$92,250.


appointment, Mr. Mohan is



the Remuneration


and approval by



director’s fee, Mr. Mohan is

not expected to receive any


holding office as an

Independent Non-executive

Director.


S$72,900.


appointment, Mr. Han is



the Remuneration


and approval by



director’s fee, Mr. Han is

not expected to receive any


holding office as a

Non-executive Director.


S$58,050.

Professional qualifications Bachelor of Business

Administration (Honours)

– University of Singapore

(currently known as the

National University of

Singapore)

Bachelor of Laws (Honours)

– National University of

Singapore

Master of Laws – University

of Cambridge

Fellow of the Singapore

Institute of Arbitrators and a

member of the Chartered

Institute of Arbitrators in the

United Kingdom

Bachelor of Science

– University of Oregon

Working experience and

occupation(s) during the

past 10 years

2008 – January 2016:

Acted as a non-executive

advisor of Cairnhill Group

Holdings Pte Ltd, and

ceased to act in this position

since 1 January 2016.

Mr Gn retired from full-time

employment since 2007.

1995 – Present:

Partner at Rajah & Tann

Singapore LLP

May 2015 – Present:


(since 8 May 2015) and

Joint Chairman of the Board

(since 13 November 2019)

of Centurion Corporation

Limited

April 2008 – Present:

Principal and director of

Centurion Global Ltd, a

controlling shareholder of

the Company


41


Chandra Mohan s/o


Shareholding interest in the

listed issuer and its

subsidiaries (as at the Latest

Practicable Date)

Yes

247,500 ordinary shares in

Centurion Corporation

Limited (held by his spouse,

Ms. Loo Bee Hoon as his

deemed interest)

No Yes

33,877,600 ordinary shares

in Centurion Corporation

Limited (direct interest)

425,756,126 ordinary shares

in Centurion Corporation

Limited (held by Centurion

Properties Pte. Ltd., a

wholly-owned subsidiary of

Centurion Global Ltd as his

deemed interest). Mr. Han

holds a 50% shareholding

interest in Centurion Global

Ltd.

7,947,500 ordinary shares in

Centurion Corporation

Limited (held by his spouse,

Kang Lee Cheng Susanna as

his deemed interest)

Mr. Han, who by virtue of

his individual interest of not

less than 20% of the issued

share capital of the

Company, is deemed to have

an interest in the shares of

the subsidiaries held by the

Company.

Any relationship (including

immediate family

relationships) with any

existing director, existing

executive officer, the issuer

and/or substantial

shareholder of the listed

issuer or of any of its

principal subsidiaries

No No Mr. Han (Non-Executive

Director, Joint Chairman of

the Board and a controlling

shareholder of the Company)

is the maternal cousin of

Mr. Loh Kim Kang David

(“Mr. Loh”) (Executive

Director, Joint Chairman of

the Board and a controlling

shareholder of the Company).

Mr. Han is a Principal and

Director of Centurion Global

Ltd, the shares of which are

held in equal proportions by

each of Mr. Han and Mr. Loh.

Both Centurion Global Ltd

and Centurion Properties

Pte. Ltd. (a wholly-owned

subsidiary of Centurion

Global Ltd) are controlling

shareholders of the Company.

Any relationships with any

senior management or

controlling shareholders of the

Company

No No No such relationships except

as disclosed above

Conflict of interest (including

any competing business)

None None None


42


Chandra Mohan s/o


Undertaking (in the format

set out in Appendix 7.7)

under Rule 720(1) has been

submitted to the listed issuer

Yes Yes Yes

Other Principal Commitments1 Including Directorships

Past (for the last 5 years) Other listed companies

• TEE International

Limited, (SGX-ST

Stock Code: M1Z.SI),

Independent


(1 June 2013 to

21 January 2021)

None H Properties Pte Ltd,

Director (29 May 2013 to

31 March 2016)

Present Other listed companies

• Haw Par Corporation

Limited (SGX-ST

Stock Code: H02.SI),

Independent


• Koh Brothers Group

Limited (SGX-ST

Stock Code: K75.SI),

Independent


• SingHaiyi Group

Limited (SGX-ST

Stock Code: 5H0.SI),

Independent


Mr. Gn is a member of the

Investment Committee of

Centurion US Student

Housing Fund and Centurion

Student Accommodation

Fund

Other listed company

• None

Other principal

commitments including

directorships

• Rajah & Tann

Singapore LLP

– Partner

• PC Portfolio Pte. Ltd.

– Director (since

20 November 2017)

• Singapore Indian

Development

Association (SINDA)

– Member of Executive

Committee (since

2017); and Member

of SkillsFuture

Sub-Committee (since

2017)

• SME Centre @ SICCI

Pte. Ltd. – Director

(since 21 May 2020)

• SICCI Cares Ltd

– Director (since

22 October 2020)

Other listed company

• None

Other principal

commitments including

directorships

• Centurion Global Ltd

• Centurion Private

Equity Ltd

• Centurion Management

and Consultancy

Services Pte Ltd

• Frontier Empire

Limited

1 “Principal Commitments” has the same meaning as defined in the Code of Corporate Governance 2018 of Singapore.


43


Chandra Mohan s/o


• Advisory Council on

Community Relations

in Defence (Employer

& Business) (ACCORD

(E&B) Council)

– SICCI representative

(since 5 May 2020)

• North West Community

Development Council

(NWCDC) – Council

Member (since 2002)

• NWCDC SkillsFuture

Standing Committee

– Chairman (since

2017)

• Oldham Enterprise Pte

Ltd – Director (since

2003)

Directorships held in the

last 3 years in public

companies the securities of

which are listed on any

securities market in

Singapore, Hong Kong or

overseas

No such position held save

as disclosed above

No No

Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer,

chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is “yes”,

full details must be given.

(a) Whether at any time

during the last 10

years, an application or

a petition under any

bankruptcy law of any

jurisdiction was filed

against him or against a

partnership of which he

was a partner at the

time when he was a

partner or at any time

within 2 years from the

date he ceased to be a

partner?

No No No


44


Chandra Mohan s/o


(b) Whether at any time

during the last 10

years, an application or

a petition under any

law of any jurisdiction

was filed against an

entity (not being a

partnership) of which

he was a director or an

equivalent person or a

key executive, at the

time when he was a

director or an


key executive of that

entity or at any time

within 2 years from the

date he ceased to be a

director or an


key executive of that

entity, for the winding

up or dissolution of

that entity or, where

that entity is the trustee

of a business trust, that

business trust, on the

ground of insolvency?

No No No

(c) Whether there is any

unsatisfied judgment

against him?

No No No

(d) Whether he has ever

been convicted of any

offence, in Singapore

or elsewhere, involving

fraud or dishonesty

which is punishable

with imprisonment, or

has been the subject of

any criminal

proceedings (including

any pending criminal

proceedings of which

he is aware) for such

purpose?

No No No


45


Chandra Mohan s/o


(e) Whether he has ever

been convicted of any

offence, in Singapore

or elsewhere, involving

a breach of any law or

regulatory requirement

that relates to the

securities or futures

industry in Singapore

or elsewhere, or has

been the subject of any

criminal proceedings

(including any pending

criminal proceedings of

which he is aware) for

such breach?

No No No

(f) Whether at any time

during the last

10 years, judgment has

been entered against

him in any civil

proceedings in

Singapore or elsewhere

involving a breach of

any law or regulatory

requirement that relates

to the securities or

futures industry in

Singapore or elsewhere,

or a finding of fraud,

misrepresentation or

dishonesty on his part,

or he has been the

subject of any civil

proceedings (including

any pending civil

proceedings of which

he is aware) involving

an allegation of fraud,

misrepresentation or

dishonesty on his part?

No No No

(g) Whether he has ever

been convicted in

Singapore or elsewhere

of any offence in

connection with the

formation or

management of any

entity or business trust?

No No No


46


Chandra Mohan s/o


(h) Whether he has ever

been disqualified from

acting as a director or

an equivalent person of

any entity (including

the trustee of a

business trust), or from

taking part directly or

indirectly in the

management of any

entity or business trust?

No No No

(i) Whether he has ever

been the subject of any

order, judgment or

ruling of any court,

tribunal or

governmental body,

permanently or

temporarily enjoining

him from engaging in

any type of business

practice or activity?

No No No

(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of

the affairs of:–

(i) any corporation

which has been

investigated for a

breach of any law

or regulatory

requirement

governing

corporations in

Singapore or

elsewhere; or

Yes

Please refer to Annex A,

Part A

No No

(ii) any entity (not

being a

corporation) which

has been

investigated for a

breach of any law

or regulatory

requirement

governing such

entities in

Singapore or

elsewhere; or

No No No


47


Chandra Mohan s/o


(iii) any business trust

which has been

investigated for a

breach of any law

or regulatory

requirement

governing business

trusts in Singapore

or elsewhere; or

No No No

(iv) any entity or

business trust

which has been

investigated for a

breach of any law

or regulatory

requirement that

relates to the

securities or

futures industry in

Singapore or

elsewhere,

Yes.


Part B

No No

in connection with any matter occurring or arising during that period when he was so concerned with the entity or business

trust?

(k) Whether he has been

the subject of any

current or past

investigation or

disciplinary

proceedings, or has

been reprimanded or

issued any warning, by

the Monetary Authority

of Singapore or any

other regulatory

authority, exchange,

professional body or

government agency,

whether in Singapore or

elsewhere?

No No No

Companies which were

dissolved or struck off

during the period when he

was one of its directors or

within 12 months after his

ceasing to act as one of its

directors


Part C

Please refer to Annex B No

Save as disclosed above,

whether there is any

information which is

discloseable pursuant to any

of the requirements under

Rule 13.51(2)(h) to (v) of

the HK Listing Rules

No No No


48

Save as disclosed above, there are no other matters that need to be brought to the attention of the

Shareholders in relation to the re-election of Mr. Han as non-executive Director and re-election of

Mr. Gn and Mr. Mohan as Independent Non-executive Directors. The continued appointments of

Mr. Gn and Mr. Mohan, as Independent Non-Executive Directors, will have to be approved in

separate resolutions by (A) all Shareholders; and (B) Shareholders, excluding the Directors and the

Chief Executive Officer of the Company, and associates of such Directors and Chief Executive

Officer, at the 2021 AGM to be held on 27 April 2021 (as required by Rule 210(5)(d)(iii) of the

Listing Manual which will take effect from 1 January 2022).


49

ANNEX A

Part A

Mr. Gn Hiang Meng

I had been an independent non-executive director of TEE International Limited (“TEEI”) from 1 June

2013 to 21 January 2021. TEEI had, on 4 March 2020, received an order under Section 20 of the

Criminal Procedure Code (Cap. 68) of Singapore (“CPC”) to produce various categories of

documents to the Commercial Affairs Department (“CAD”) to assist with an investigation into an

offence under the Penal Code (Cap. 224) of Singapore pursuant to the provisions of the CPC.

TEEI had also received a notice to provide assistance to gain access to the computers containing

corporate email accounts and instant messages/chat accounts assigned to (i) the Company’s former

Group Chief Executive Officer, (ii) the Group Chief Financial Officer and (iii) the Financial

Controller.

On 4 March 2020, the CAD took certain documents and items from the premises of TEEI.

Part B

Mr. Gn was a Non-Executive Director of UOB Asia Limited which in November 2000 was served

with 2 charges under Section 97 and 2 charges under Section 99 of Singapore’s Securities Industry

Act (“SIA”) in respect of its handling of the initial public offering of shares by e.World of Sports.com

Ltd and Hua Kok International Limited. UOB Asia Limited (wholly owned subsidiary of United

Overseas Bank Limited) pleaded guilty to the 2 charges under Section 99 of the SIA and was fined

S$400,000. The 2 other charges under Section 97 were not proceeded with but were taken into

consideration for the purpose of sentencing.

Part C

Mr. Gn was a director of the following companies incorporated in Singapore, which were dissolved

or struck off with details as follows:

Name of company Nature of business Date of dissolution

Means of

dissolution

Reason of

dissolution

LWB (1995)

Limited

Bank/financial

holding company

11 April 2002 Struck off Cessation of

business

ICB (2002) Limited Domestic banking

units of full bank

7 February 2013 Struck off Dormant

United Merchant

Bank Nominees

Pte Ltd.

Trustee, fiduciary

and custody

services firm

6 November 2009 Struck off Cessation of

business


50

Mr. Gn confirmed that there is no wrongful act on his part leading to the above dissolution of the

companies and he is not aware of any actual or potential claim that has been or will be made against

him as a result of the dissolution of the companies. The companies were solvent at the time of

dissolution and/or deregistration.


51

ANNEX B

Mr. Mohan was a director of the following companies incorporated in Singapore, which were

dissolved or struck off with details as follows:

Name of Company Nature of Business

Date of

Dissolution

Means of

Dissolution

Reason for

Dissolution

Anglo-Chinese

School

(International)

Pte. Ltd.

Primary and

secondary school;

junior college and

university

4 October 2007 Struck off Dormant

Coffee Gourmet

Private Limited

General wholesale

trade

3 March 2016 Struck off Cessation of

business

Coffee Store

Private Limited

General wholesale

trade

13 October 2005 Struck off Cessation of

business

Infoseek

Communications

(S) Pte Ltd

Wholesale of

telecommunications

equipment

13 May 2009 Struck off Cessation of

business

Pacquest Pte Ltd Manufacture of

biscuits

5 May 1999 Struck off Cessation of

business

Sugar Factory

Private Limited

General wholesale

trade

13 October 2015 Struck off Cessation of

business

Mr. Mohan confirmed that there is no wrongful act on his part leading to the above dissolution or

striking off of the abovementioned companies and he is not aware of any actual or potential claim that

has been or will be made against him as a result of the dissolution or striking off of the

abovementioned companies. The companies were solvent at the time of dissolution and/or striking

off.


52

CENTURION CORPORATION LIMITED

勝捷企業有限公司 *


(Co. Reg. No.: 198401088W)


(SEHK Stock Code: 6090)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM” or “Meeting”) of

CENTURION CORPORATION LIMITED (the “Company”) will be held: (a) in Singapore, by

way of electronic means (for Singapore shareholders); and (b) in Hong Kong, via video-conferencing

at 5/F, International Trade Tower, 348 Kwun Tong Road, Kowloon, Hong Kong (for Hong Kong

shareholders) on 27 April 2021 (Tuesday) at 10:00 am for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company

and its subsidiaries for the financial year ended 31 December 2020 together with the Auditors’

Report thereon. (Resolution 1)

2. To re-elect the following Directors retiring pursuant to Regulation 89 of the Company’s

Constitution:

(a) Mr. Han Seng Juan

[See Explanatory Note (i)] (Resolution 2)

(b) Mr. Gn Hiang Meng

[See Explanatory Note (ii)] (Resolution 3)

(c) Mr. Chandra Mohan s/o Rethnam

[See Explanatory Note (iii)] (Resolution 4)

3. That:

(a) the continued appointment of Mr. Gn Hiang Meng, as an Independent Non-Executive

Director, for purposes of Rule 210(5)(d)(iii) of the Listing Manual of the Singapore

Exchange Securities Trading Limited (“SGX-ST”) (which will take effect from 1 January

2022), be and is hereby approved by shareholders; and


NOTICE OF ANNUAL GENERAL MEETING

53

(b) the authority conferred by this Resolution shall continue in force until the earlier of the

following:

(i) the retirement or resignation of Mr. Gn Hiang Meng as a Director; or

(ii) the conclusion of the third AGM of the Company following the passing of this

Resolution.


4. That:

(a) the continued appointment of Mr. Gn Hiang Meng, as an Independent Non-Executive

Director, for purposes of Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which

will take effect from 1 January 2022), be and is hereby approved by shareholders,

excluding the Directors and the chief executive officer (“CEO”) of the Company, and

associates of such Directors and CEO; and


following:

(i) the retirement or resignation of Mr. Gn Hiang Meng as a Director; or


Resolution.


5. That:

(a) the continued appointment of Mr. Chandra Mohan s/o Rethnam, as an Independent

Non-Executive Director, for purposes of Rule 210(5)(d)(iii) of the Listing Manual of

the SGX-ST (which will take effect from 1 January 2022), be and is hereby approved

by shareholders; and

(b) the authority conferred by this Resolution shall continue in force until the earlier of

the following:

(i) the retirement or resignation of Mr. Chandra Mohan s/o Rethnam as a Director;

or


Resolution.



54

6. That:

(a) the continued appointment of Mr. Chandra Mohan s/o Rethnam, as an Independent

Non-Executive Director, for purposes of Rule 210(5)(d)(iii) of the Listing Manual of the

SGX-ST (which will take effect from 1 January 2022), be and is hereby approved by

shareholders, excluding the Directors and the CEO of the Company, and associates of such

Directors and CEO; and


following:

(i) the retirement or resignation of Mr. Chandra Mohan s/o Rethnam as a Director; or


Resolution.


7. To approve the payment of Directors’ fees of up to S$422,875 for the financial year ending

31 December 2021, to be paid quarterly in arrears (FY2020: up to S$525,000).

[See Explanatory Note (iv)] (Resolution 9)

8. To re-appoint PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the

Directors to fix their remuneration. (Resolution 10)

9. To transact any other ordinary business which may properly be transacted at an Annual General

Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or

without any modifications:

10. Share Issue Mandate

“That pursuant to Section 161 of the Companies Act (Chapter 50) of Singapore (the

“Companies Act”), Rule 806 of the Listing Manual of the SGX-ST and the Rules Governing the

Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited

(“SEHK”), the Directors of the Company be authorised and empowered to:

A. (i) issue shares in the capital of the Company whether by way of rights, bonus or

otherwise, and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might

or would require shares to be issued, including but not limited to the creation and

issue of (as well as adjustments to) warrants, debentures or other instruments

convertible into shares,


55

at any time and upon such terms and conditions and for such purposes and to such persons

as the Directors of the Company may in their absolute discretion deem fit; and

B. (notwithstanding the authority conferred by this Resolution may have ceased to be in

force) issue shares in pursuance of any Instruments made or granted by the Directors of

the Company while this Resolution was in force,

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including

shares to be issued in pursuance of the Instruments, made or granted pursuant to this

Resolution) shall not exceed fifty percent (50%) of the total number of issued shares

(excluding treasury shares and subsidiary holdings) in the capital of the Company, of

which the aggregate number of shares to be issued other than on a pro rata basis to

shareholders of the Company shall not exceed twenty percent (20%) of the total

number of issued shares (excluding treasury shares and subsidiary holdings) in the

capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such manner of calculation as may be prescribed by the SGX-ST and the

SEHK) for the purpose of determining the aggregate number of shares that may be

issued under sub-paragraph (1) above, the percentage of issued shares shall be based

on the total number of issued shares (excluding treasury shares and subsidiary

holdings) in the capital of the Company at the time of the passing of this Resolution,

after adjusting for:

(a) new shares arising from the conversion or exercise of convertible securities

which were issued and outstanding or subsisting at the time of the passing of

this Resolution;

(b) new shares arising from exercising share options or vesting of share awards

which were issued and outstanding or subsisting at the time of the passing of

this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply

with the provisions of the Listing Manual of the SGX-ST and the Listing Rules of the

SEHK for the time being in force (unless such compliance has been waived by the

SGX-ST and the SEHK) and the Constitution for the time being of the Company; and

(4) unless revoked or varied by the Company in general meeting, the authority conferred

by this Resolution shall continue in force until the conclusion of the next AGM of the

Company or the date by which the next AGM of the Company is required by law to

be held, whichever is the earlier.”

[See Explanatory Note (v)] (Resolution 11)


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11. Renewal of Share Purchase Mandate

“That:

(a) for the purposes of the Companies Act, the exercise by the Directors of the Company of

all the powers to purchase or otherwise acquire issued shares in the capital of the Company

from time to time of not exceeding in aggregate the Prescribed Limit (as hereinafter

defined) at the price of up to but not exceeding the Maximum Price (as hereinafter

defined), whether by way of:

(i) on-market purchases (each an “On-Market Share Purchase”) on the SGX-ST and/or

the SEHK, through the ready markets, through one or more duly licensed stock

brokers appointed by the Company for such purpose; and/or

(ii) off-market purchases (each an “Off-Market Share Purchase”) effected in

accordance with any equal access scheme(s) as may be determined or formulated by

the Directors of the Company as they may consider fit, which scheme(s) shall satisfy

all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations, including but not limited

to the provisions of the Companies Act, Listing Manual of the SGX-ST and Listing Rules

of the SEHK, as may for the time being be applicable, be and is hereby authorised and

approved generally and unconditionally (the “Share Purchase Mandate”);

(b) unless revoked or varied by the Company in general meeting, the authority conferred on

the Directors of the Company pursuant to the Share Purchase Mandate may be exercised

by the Directors of the Company at any time and from time to time during the period

commencing from the date of the passing of this Resolution and expiring on the earliest

of:

(i) the date on which the next AGM of the Company is held; or

(ii) the date by which the next AGM of the Company is required by law to be held; or

(iii) the date on which the purchases of shares by the Company have been carried out to

the full extent mandated;

(c) for the purpose of this Resolution:

“Prescribed Limit” means ten percent (10%) of the total number of issued shares

(excluding treasury shares and subsidiary holdings) of the Company as at the date of the

passing of this Resolution; and


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“Maximum Price” in relation to a share to be purchased, means an amount (excluding

brokerage, stamp duties, commission, applicable goods and services tax and other related

expenses) not exceeding:

(i) in the case of an On-Market Share Purchase, one hundred and five percent (105%) of

the Average Closing Price (as hereinafter defined); and

(ii) in the case of an Off-Market Share Purchase, one hundred and twenty percent (120%)

of the Average Closing Price,

where:

“Average Closing Price” means the average of the closing market prices of a share of the

Company over the last five (5) Market Days (“Market Day” being a day on which the

SGX-ST or the SEHK, as the case may be, is open for securities trading), on which

transactions in the shares of the Company were recorded, immediately preceding the date

of making the On-Market Share Purchase, or, as the case may be, the date of making an

announcement for an offer pursuant to the Off-Market Share Purchase, and deemed to be

adjusted for any corporate action that occurs during the relevant five (5) Market Days and

the day on which the purchase is made;

(d) the Directors of the Company and each of them be and are hereby authorised to deal with

the shares purchased by the Company, pursuant to the Share Purchase Mandate in any

manner as they or he may think fit, which is allowable under the Companies Act, Listing

Manual of the SGX-ST and the Listing Rules of the SEHK; and

(e) the Directors of the Company and each of them be and are hereby authorised to complete

and do all such acts and things (including executing such documents as may be required)

as they or he may consider expedient, necessary, incidental or in the interest of the

Company to give effect to the transactions contemplated and/or authorised by this

Resolution.”

[See Explanatory Note (vi)] (Resolution 12)

By Order of the Board

Hazel Chia Luang Chew

Juliana Tan Beng Hwee

Company Secretaries

Singapore, 24 March 2021

Headquarters and Principal Place of Business

45 Ubi Road 1, #05-01

Singapore 408696

Principal Place of Business in Hong Kong

Room 5705, 57th floor

The Center, 99 Queen’s Road Central, Hong Kong


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Explanatory Notes:

(i) Ordinary Resolution 2 is to re-elect Mr. Han Seng Juan (“Mr. Han”) as a Non-Executive Director of the Company.

Mr. Han will, upon re-election, remain as Non-Executive Director and Joint Chairman of the Board. He is a controlling

shareholder of the Company. Save as disclosed in the Company’s Annual Report and the circular to shareholders

accompanying this Notice of AGM (the “Circular”), there are no relationships (including immediate family

relationships) between Mr. Han and the other Directors, substantial shareholder of the Company or the Company.

(ii) Ordinary Resolution 3 is to re-elect Mr. Gn Hiang Meng (“Mr. Gn”), an Independent Non-Executive Director

(“Independent Director”) who has served on the Board for more than nine (9) years from the date of his first

appointment on 17 May 2007.

With effect from 1 January 2022, a director who has served on the board for an aggregate period of more than nine

(9) years will no longer be eligible to be designated as an independent director unless his continued appointment as

an independent director has been sought and approved in separate resolutions by (A) all shareholders; and

(B) shareholders, excluding the directors and the CEO of the company, and associates of such directors and CEO (as

required by Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect from 1 January 2022) prior

to 1 January 2022.

For purposes of the aforesaid Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, (i) Ordinary Resolution 5 is

to seek approval from shareholders of the Company; and (ii) Ordinary Resolution 6 is to seek approval from

shareholders of the Company, excluding the Directors and the CEO of the Company, and associates of such Directors

and CEO, for the continued appointment of Mr. Gn, as an Independent Director of the Company, for a term of three

(3) years, with effect from the passing of Ordinary Resolutions 5 and 6, until the conclusion of the third AGM of the

Company following the passing of these Resolutions or the retirement or resignation of Mr. Gn, whichever is the

earlier.

Accordingly, the Directors and the CEO of the Company, and their respective associates, will abstain from voting on

Ordinary Resolution 6.

If all of Ordinary Resolutions 3, 5 and 6 are duly approved, Mr. Gn will, upon re-election as an Independent Director

of the Company, remain as the Lead Independent Director, Chairman of the Audit Committee and a member of the

Nominating Committee. He will be considered independent for the purposes of Rule 210(5)(d) and Rule 704(8) of the

Listing Manual of the SGX-ST and Rule 3.13 of the Listing Rules of the SEHK. There are no relationships (including

immediate family relationships) between Mr. Gn and the other Directors, substantial shareholders of the Company or

the Company.

If Ordinary Resolution 3 is duly approved, but Ordinary Resolution 5 and/or Ordinary Resolution 6 is/are not

approved, Mr. Gn will, upon re-election, remain as a Non-Executive and Non-Independent Director.

If Ordinary Resolution 3 is not duly approved, Mr. Gn will cease to be a Director with effect from the date of the AGM

of the Company, notwithstanding that Ordinary Resolution 5 and/or Ordinary Resolution 6 may be approved by

shareholders at the AGM of the Company.

(iii) Ordinary Resolution 4 is to re-elect Mr. Chandra Mohan s/o Rethnam (“Mr. Mohan”), an Independent Director who

has served on the Board for more than nine (9) years from the date of his first appointment on 17 May 2007.

With effect from 1 January 2022, a director who has served on the board for an aggregate period of more than nine

(9) years will no longer be eligible to be designated as an independent director unless his continued appointment as

an independent director has been sought and approved in separate resolutions by (A) all shareholders; and

(B) shareholders, excluding the directors and the CEO of the company, and associates of such directors and CEO (as

required by Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect from 1 January 2022) prior

to 1 January 2022.

For purposes of the aforesaid Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, (i) Ordinary Resolution 7 is

to seek approval from shareholders of the Company; and (ii) Ordinary Resolution 8 is to seek approval from

shareholders of the Company, excluding the Directors and the CEO of the Company, and associates of such Directors

and CEO, for the continued appointment of Mr. Mohan, as an Independent Director of the Company, for a term of three

(3) years, with effect from the passing of Ordinary Resolutions 7 and 8, until the conclusion of the third AGM of the

Company following the passing of these Resolutions or the retirement or resignation of Mr. Mohan, whichever is the

earlier.

Accordingly, the Directors and the CEO of the Company, and their respective associates, will abstain from voting on

Ordinary Resolution 8.


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If all of Ordinary Resolutions 4, 7 and 8 are duly approved, Mr. Mohan will, upon re-election as an Independent

Director of the Company, remain as the Chairman of the Remuneration Committee and a member of the Audit

Committee. He will be considered independent for the purposes of Rule 210(5)(d) and Rule 704(8) of the Listing

Manual of the SGX-ST and Rule 3.13 of the Listing Rules of the SEHK. There are no relationships (including

immediate family relationships) between Mr. Mohan and the other Directors, substantial shareholders of the Company

or the Company.

If Ordinary Resolution 4 is duly approved, but Ordinary Resolution 7 and/or Ordinary Resolution 8 is/are not

approved, Mr. Mohan will, upon re-election, remain as Non-Executive and Non-Independent Director.

If Ordinary Resolution 4 is not duly approved, Mr. Mohan will cease to be a Director with effect from the date of the

AGM of the Company, notwithstanding that Ordinary Resolution 7 and/or Ordinary Resolution 8 may be approved by

shareholders at the AGM of the Company.

(iv) Ordinary Resolution 9, if passed, will authorise the Company to make payment of fees to the Directors (including fees

payable to members of the various Board Committees) for the financial year ending 31 December 2021 (“FY2021”)

on a quarterly basis in arrears, for their services rendered during the course of the financial year. This will facilitate

Directors’ compensation for services rendered in a more timely manner.

In view of the uncertainty amidst the Covid-19 pandemic and continued challenges ahead, the Directors of the

Company have agreed to take a voluntary 15% reduction in Directors’ fees for FY2021, as part of the Company’s

measures to strengthen cash flow management and controls to conserve cash, subject to review at the end of FY2021.

(v) Ordinary Resolution 11, if passed, will empower the Directors of the Company from the date of the forthcoming AGM

until the date of the next AGM to issue shares and/or to make or grant Instruments (such as warrants or debentures)

convertible into shares, and to issue shares in pursuance of such Instruments, up to a number not exceeding fifty

percent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital

of the Company, of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders

shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares and subsidiary

holdings) in the capital of the Company.

(vi) Ordinary Resolution 12, if passed, will empower the Directors of the Company from the date of the forthcoming AGM

until the date of the next AGM to purchase issued ordinary shares of the Company by way of On-Market Share

Purchase or Off-Market Share Purchase of not exceeding in aggregate the Prescribed Limit at the Maximum Price in

accordance with the terms and conditions set out in the Circular, the Companies Act, the Listing Manual of the

SGX-ST and the Listing Rules of the SEHK.

The Company intends to use internal sources of funds or borrowings, or a combination of internal resources and

external borrowings, to finance its purchase or acquisition of shares. The amount of financing required for the

Company to purchase or acquire its shares, and the impact on the Company’s financial position, cannot be ascertained

as at the date of this Notice of AGM as these will depend on whether the shares are purchased or acquired out of capital

or profits, the number of shares purchased or acquired and the price at which such shares are purchased or acquired.

The financial effects of the purchase or acquisition of such shares by the Company pursuant to the proposed Share

Purchase Mandate on the audited financial statements of the Company and the Group for the financial year ended

31 December 2020 based on these assumptions are set out in Section 4.7 of the Circular.

Please refer to the Circular for details.

* Information on the Directors who are proposed to be re-elected can be found under the section entitled “Board of

Directors” in the Annual Report 2020 and also in the Circular.


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IMPORTANT NOTICE ON THE FORTHCOMING AGM ARRANGEMENTS IN LIGHT OF THE CORONAVIRUS

DISEASE 2019 (“COVID-19”)

The AGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures)

(Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and

Debenture Holders) Order 2020.

Due to the current COVID-19 restriction orders in Singapore, shareholders will not be able to attend the AGM physically

in person (in Singapore). Shareholders will also not be able to vote online on the resolutions to be tabled for approval at the

AGM.

This notice sets out the Company’s arrangements relating to, among others, (i) attendance at the AGM via electronic means

(including arrangements by which the AGM can be electronically accessed via live audio-visual webcast or live audio-only

stream), (ii) submission of questions prior to the AGM, (iii) addressing of substantial and relevant questions prior to or at

the AGM and (iv) voting by appointing the Chairman of the Meeting as proxy at the AGM.

Notes:

1. Participation in the AGM by Electronic Means and Pre-Registration

(a) Members of the Company (“Shareholders” or “Members”) (including investors holding shares through the

Central Provident Fund (“CPF”) or Supplementary Retirement Scheme (“SRS”) (“CPF/SRS Investors”)) who

wish to participate in the AGM via live audio-visual webcast or live audio-only stream (“2021 AGM Live

Webcast”) are required to pre-register (the “Pre-Registration”) through the investor relations (“IR”) web page

under submenu “AGM” on the Company’s website at URL:

http://app.centurioncorp.com.sg/agm/registration.aspx

by 10:00 am on 24 April 2021 (“Registration Cut-off Time”) to enable the Company to verify their status as

Shareholders.

(b) After successful verification, authenticated Shareholders will receive an email invitation by 25 April 2021. The

email invitation will be sent to the email address submitted during the online Pre-Registration which will

contain a unique link/credentials and/or telephone number to access the 2021 AGM Live Webcast. No password

will be required but Shareholders are only allowed to access the 2021 AGM Live Webcast using the

pre-registered email address/telephone number.

(c) Shareholders must not forward the unique link/credentials to other persons who are not Shareholders and who

are not permitted to attend the AGM proceedings. This is also to avoid any technical disruptions or overload

to the 2021 AGM Live Webcast.

(d) Shareholders who have registered by the Registration Cut-off Time but do not receive an email invitation by

25 April 2021 should contact the Company’s IR team via email at [email protected] as soon as

possible.

Investors Holding Shares through Relevant Intermediaries – Pre-registration for 2021 AGM Live Webcast (including

pre-submission of questions)

(e) Investors holding shares through relevant intermediaries (other than CPF/SRS Investors) will not be able to

pre-register for the 2021 AGM Live Webcast directly with the Company. Such investors who wish to participate

in the 2021 AGM Live Webcast (including pre-submission of questions) should contact their relevant

intermediaries through which they hold such shares as soon as possible in order for the relevant intermediaries

to make the necessary arrangements to pre-register.

THE COMPANY WILL NOT ACCEPT ANY PHYSICAL ATTENDANCE BY SHAREHOLDERS IN

SINGAPORE.

2. Shareholders to Appoint the Chairman of the Meeting as Proxy

(a) Shareholders will not be able to vote online on the resolutions to be tabled for approval at the AGM.


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(b) Shareholders in Hong Kong (whether individual or corporate) who wish to exercise their voting rights at the

AGM are encouraged to appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on

his/her/its behalf at the AGM.

(c) Shareholders in Singapore and Shareholders in Hong Kong without attending the AGM in person in Hong Kong

(whether individual or corporate) who wish to exercise their voting rights at the AGM must appoint the

Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM.

(d) In the appointment of the Chairman of the Meeting as proxy, Shareholders must give specific instructions as to

voting, or abstentions from voting, in respect of each of the resolutions in the instrument appointing the

Chairman of the Meeting as proxy (“Proxy Form”), failing which the appointment of the Chairman of the

Meeting as proxy for that resolution will be treated as invalid.

(e) The Chairman of the Meeting, as proxy, need not be a member of the Company.

Investors Holding Shares through Relevant Intermediaries (including CPF/SRS Investors) – Proxy Appointment

(f) The Proxy Form is not valid for use by investors holding shares through relevant intermediaries (including

CPF/SRS Investors) and shall be ineffective for all intents and purposes if used or purported to be used by them.

(g) Investors holding shares through a clearing house (or its nominee(s)) or relevant intermediaries (other than

CPF/SRS Investors) who wish to appoint the Chairman of the Meeting as proxy should instead approach the

clearing house (or its nominee(s)) or their relevant intermediaries as soon as possible to submit their votes.

(h) CPF/SRS Investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective

CPF Agent Banks or SRS Operators to submit their votes (including pre-submission of questions) by 10:00 am

on 16 April 2021, being at least seven (7) working days before the date of the AGM.

Corporate Shareholder

(i) If the appointor is a corporation, the Proxy Form must be executed under seal or the hand of its duly authorised

officer or attorney.

Submission of Proxy Form

(j) The Proxy Form appointing the Chairman of the Meeting as proxy, duly completed and signed, must be

submitted to the Company no later than 10:00 am on 24 April 2021, being 72 hours before the time appointed

for holding the AGM, in the following manner:

– by depositing a physical copy at the registered office of the Company at 45 Ubi Road 1, #05-01 Singapore

408696 (for Singapore Shareholders) or the office of the Hong Kong branch share registrar of the

Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong

Kong (for Hong Kong Shareholders); or

– by sending a scanned PDF copy via email to [email protected],

failing which the instrument may be treated as invalid.

3. Submission of Questions prior to the AGM

(a) Shareholders who have any questions in relation to the items of the agenda of the AGM should send them in

advance, by the Registration Cut-Off Time via any of the following options:

a. Annex your questions with your Proxy Forms.

b. Submit your questions in the text box provided during the 2021 AGM Live Webcast Pre-Registration

process.

c. Email your questions with your name and identification number (for Singapore Shareholders)/your name

and address (for Hong Kong Shareholders) to [email protected].


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(b) The Company will endeavour to respond to substantial and relevant questions received from Shareholders priorto the AGM or during the AGM proceedings/2021 AGM Live Webcast, and subsequent to the AGM, will alsopublish such questions from Shareholders and responses from the Company on the Company’s website and onthe websites of the SGX-ST and the SEHK. Where there are substantially similar questions, the Company willconsolidate such questions; consequently, not all questions may be individually addressed.

(c) Shareholders will also be able to ask questions through the live audio-visual webcast stream at the AGM.

4. Precautionary measures for the AGM to be held in Hong Kong via video-conferencing

In view of the COVID-19 situation, and to better protect the safety and health of the Shareholders and otherparticipants attending the AGM in Hong Kong via video-conferencing, the Company will implement the followingprecautionary measures at the AGM venue in Hong Kong:

• For Shareholders attending the AGM in Hong Kong, every attendee will be required to wear a surgical face maskthroughout the AGM.

• All attendees will be required to undergo a temperature check and sign a health declaration form before enteringthe AGM venue in Hong Kong.

• Any person who has a fever or exhibiting flu-like symptoms or is subject to any Hong Kong Governmentprescribed quarantine will not be given access to the AGM venue in Hong Kong.

• Any person who has and/or his/her family members has travelled outside of Hong Kong within the 21-dayperiod immediately before the AGM may be denied entry into the AGM venue in Hong Kong.

• No distribution of corporate gift and no refreshment will be served at the AGM.

• Seating at the AGM venue in Hong Kong will be arranged in a manner to allow for appropriate social distancing.The Company will limit the number of attendees at the AGM as may be necessary to avoid over-crowdingaccording to the requirements regarding group gatherings as set by the Hong Kong Government from time totime.

Shareholders in Hong Kong who prefer not to attend or are restricted from attending the AGM, may still vote byappointing the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGMand are advised to take note of Note 2 above “Shareholders to Appoint the Chairman of the Meeting as Proxy”.

The Company will closely monitor the situation and reserves the right to take further measures as appropriate in orderto minimise any risk to Shareholders and others attending the AGM in Hong Kong.

5. Closure of Register of Members in Hong Kong

The Hong Kong branch share register will be closed from 22 April 2021 to 27 April 2021, both days inclusive, duringwhich period no transfer of shares will be registered in Hong Kong, for determining the entitlement of Shareholdersto attend and vote at the AGM. All transfers of shares, accompanied by the relevant share certificates, must be lodgedwith the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, HopewellCentre, 183 Queen’s Road East, Hong Kong, no later than 4:30 pm on 21 April 2021.

6. Despatch of Documents

(a) Printed copies of this Notice of AGM together with the Proxy Form have been sent to Shareholders. Thesedocuments are also available for download from the Company’s website at the URL www.centurioncorp.com.sgor, the website of SGX-ST or, the website of the SEHK.

(b) The Annual Report 2020 and Circular to Shareholders dated 24 March 2021 have been published on theCompany’s website (www.centurioncorp.com.sg) and on the websites of the SGX-ST (www.sgx.com) andthe SEHK (www.hkexnews.hk).

(c) Printed copies of the Annual Report 2020 and Circular to Shareholders dated 24 March 2021 will be despatchedto shareholders in Hong Kong, and made available to Shareholders in Singapore upon request. Please refer tothe letter dated 24 March 2021 with a Request Form sent to Shareholders in Singapore on how to make a request.

(d) For more information relating to the AGM, Shareholders should check the websites of SGX-ST and the SEHKfor updates (if any) or call the Company’s IR team, David Phey/George Goh, at +65 9182 7171/9767 7386.Shareholders are advised to check the Company’s website and the websites of the SGX-ST and the SEHKregularly for updates.

7. Pursuant to Regulation 59 of the Company’s Constitution, all resolutions to be put to vote at the AGM (and at anyadjournment thereof) shall be decided by way of poll as required by the Listing Manual of SGX-ST and the ListingRules of the SEHK.

8. “Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act.

9. Any reference to a time of day is made by reference to Singapore time.


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Personal data privacy:

“Personal data” has the same meaning ascribed to it in the Personal Data Protection Act 2012 of Singapore, which includes

name, address, NRIC/passport number of a Member and proxy(ies) and/or representative(s) of a Member.

By (a) submitting a Proxy Form appointing the Chairman of the Meeting as proxy to attend, speak and vote at the AGM

and/or any adjournment thereof, (b) completing the Pre-Registration in accordance with this Notice of AGM, or

(c) submitting any question prior to the AGM in accordance with this Notice of AGM, a Member of the Company consents

to the collection, use and disclosure of the Member’s personal data by the Company (or its agents or service providers) for

the following purposes:

i) processing, administration and analysis by the Company (or its agents or service providers) of Proxy Forms

appointing the Chairman of the Meeting as proxy for the AGM (including any adjournment thereof);

ii) processing of the Pre-Registration for purposes of granting access to Members to the 2021 AGM Live Webcast and

providing them with any technical assistance where necessary;

iii) addressing substantial and relevant questions from Members received before the AGM and if necessary, following up

with the relevant Members in relation to such questions;

iv) preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM

(including any adjournment thereof); and

v) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules,

regulations and/or guidelines.


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